Common use of Limitation on Sale of Assets Clause in Contracts

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) above.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for after giving effect to any such Disposition is entered intosale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 value, (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.129.12 and (v) the aggregate consideration for all Dispositions made pursuant to this clause (b) shall not exceed 10% of Consolidated Total Assets since the Original Closing Date; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) above.

Limitation on Sale of Assets. (a) The Borrower Company will not, and will not permit any of the Restricted its Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (i) convey, sell, lease, assign, transfer at least 75% of the consideration from such Asset Sale is received in cash or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Cash Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;the Company or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (as determined by the Board of Directors and evidenced in a Board Resolution). (b) the Borrower and the Restricted Subsidiaries may sell, transfer If all or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt portion of the Net Cash Proceeds of any Asset Sale are not required to be applied to repay permanently any Senior Indebtedness then outstanding as required by the terms thereof, or the Company determines not to apply such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing Net Cash Proceeds to the Borrower permanent prepayment of such Senior Indebtedness, or any Restricted if no such Senior Indebtedness is then outstanding, then the Company or a Subsidiary in connection with may, within 360 days of the collectionAsset Sale, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) invest the Net Cash Proceeds in properties and other assets that (as determined by the Board of Directors) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Subsidiaries existing on the Issue Date or in businesses reasonably related or complementary thereto. The amount of such Net Cash Proceeds not applied to repay Senior Indebtedness or used or invested within 360 days of the Asset Sale as set forth in this paragraph constitutes “Excess Proceeds”. (c) When the aggregate amount of Excess Proceeds exceeds $15,000,000, the Company will apply the Excess Proceeds to the repayment of the Securities and any other Pari Passu Indebtedness outstanding with provisions requiring the Company to make an offer to purchase or to purchase or redeem such Indebtedness with the proceeds from any Asset Sale as follows: (A) the Company will make an offer to purchase (an “Offer”) from all holders of the Securities in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Securities that may be purchased out of an amount (the “Securities Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Securities, and the denominator of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Dispositions made Securities tendered), and (B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or, in the event such Senior Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Securities Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness. The offer price for the Securities will be payable in cash in an amount equal to 100% of the principal amount of the Securities plus accrued and unpaid interest, if any, to the date (the “Offer Date”) such Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Securities tendered pursuant to this the Offer is less than the Securities Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company will use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis. Upon the completion of the purchase of all the Securities tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (d) If the Company becomes obligated to make an Offer pursuant to clause (oc) are promptly applied to above, the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) Securities and the Pari Passu Indebtedness shall be purchased by the Company, at the option of the definition holders thereof, in whole or in part in integral multiples of “Net Cash Proceeds”;$1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of such Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. (pe) The Company will comply with the Borrower applicable tender offer rules, including Rule 14e-l under the Exchange Act, and any Restricted Subsidiaries may sell, transfer other applicable securities laws or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition regulations in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovean Offer.

Limitation on Sale of Assets. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) Holdings or such Restricted Subsidiary, as the Borrower and case may be, receives consideration at the Restricted Subsidiaries may sell, transfer time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each of the foregoing, have a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price Fair Market Value in excess of the greater of (1) $10,000,000110,000,000 and (2) 10% of Consolidated EBITDA, the Person making such Disposition shall receive not less than at least 75% in the aggregate since the Closing Date of the consideration therefor received by Holdings or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted Subsidiary’s Holdings’ 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 Holdings’ 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 Holdings) of the Borrower or such Restricted SubsidiaryHoldings, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower Holdings and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Holdings or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by Holdings or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and (Civ) any Designated Non-Cash Consideration received by the Person making Holdings or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (iv) that is at that time outstanding, not in excess to exceed the greater of $100,000,000 1,100,000,000 or 100.0% of Consolidated EBITDA at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) of this provision and (iv) any non-cash proceeds received are pledged to for no other purpose. Within the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower Reinvestment Period after Holdings’ or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, Holdings or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (mi) (x) to prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i) or (y) to the Borrower extent not required to prepay Loans pursuant to Section 5.2(a)(i), be retained by the Borrowers and/or Restricted Subsidiaries (any such amounts, “Retained Asset Sale Proceeds”); and/or (ii) to make investments in the Borrowers and its Subsidiaries; provided that Holdings and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to the Borrower or any Restricted Subsidiary in connection have complied with the collection, compromise or realization thereof; this clause (nii) the Borrower if and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that, within the Reinvestment Period after the Asset Sale that (i) generated the aggregate consideration for all Dispositions made pursuant Net Cash Proceeds, Holdings or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement or letter of intent to consummate any such investment described in this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, Holdings or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i); provided that the Borrowers may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior to the receipt of all Dispositions the applicable Net Cash Proceeds as having been reinvested in accordance with the provisions of this clause (ii), but only to the extent such deemed expenditure shall have been made no earlier than, as applicable, (x) the earliest of the execution of a definitive agreement with respect to the applicable Asset Sale and the provision of notice with respect to the applicable Asset Sale and (y) in the case of a Casualty Event, the occurrence of the event in respect of which such Net Cash Proceeds were received). (c) Pending the final application of any Net Cash Proceeds pursuant to this clause (o) are promptly applied covenant, Holdings or the applicable Restricted Subsidiary may apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under the Revolving Credit Facility or any other revolving credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Agreement. Notwithstanding anything to the prepayment contrary herein, any disposition in the form of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause a transfer of title (ivor transfer of similar effect) of Material Intellectual Property by Credit Parties to Unrestricted Subsidiaries shall not be permitted; provided that notwithstanding the definition foregoing, for the avoidance of “Net Cash Proceeds”; doubt, the above references to a transfer of title (por transfer of similar effect) with respect to Material Intellectual Property shall not be deemed or interpreted to include a transfer in the form of an IP License in the ordinary course of business or entered into for legitimate business purposes (as determined by the Borrower and any Restricted Subsidiaries may sell, transfer in good faith) that is only exclusive with respect to a particular type or otherwise dispose field (or types or fields) of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions usage or a certain territory or group of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveterritories.

Limitation on Sale of Assets. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Borrower or the Restricted Subsidiaries) or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Capital Stock and or issue any Capital Stock Equivalentsof a Restricted Subsidiary to any Person (other than the Borrower or a Guarantor or, solely in the case of a Restricted Subsidiary that is not a Guarantor, to another Restricted Subsidiary), except that: (a) the Parent Guarantors, the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles vehicles, inventory and other assets (assets, including Merchant Agreements and Settlement Assets) any tangible or intangible property, in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of other assets (each of the foregoing, a “Disposition”), excluding any Disposition of other than accounts receivable except (unless in connection with the Disposition a sale of any business to which such accounts receivable relate, a division as permitted herein)) for fair market value, ; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition such sale, transfer or disposition pursuant to this clause (b) for a purchase price in excess of $10,000,0005,000,000, the Person making Borrower or such Disposition Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investmentscash equivalents (in each case, free and clear of all Liens, other than Liens granted under the Security Documents and nonconsensual Liens permitted under Section 10.2); provided that for the purposes of this subclause clause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiaryi), other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in respect of such sale, transfer or disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstandinghas not been converted to cash, not in excess of $100,000,000 70,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and value, shall, in each case, be deemed to be cash, (ivii) any non-cash proceeds received are pledged to the Collateral Administrative Agent to the extent required under Section 9.12, (iii) the Net Cash Proceeds of any such transaction which is an Asset Sale Prepayment Event shall be applied to prepay the Loans to the extent provided for in Section 5.2(a), (iv) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions), the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period for which Section 9.1 Financials have been delivered and (v) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing; (i) the Parent Guarantors, the Borrower and the Restricted Subsidiaries may make sales of assets to the Borrower or to any Subsidiary Guarantor or any Parent Guarantor; and (ii) the Borrower and the Restricted Subsidiaries may make sales of assets to Restricted Subsidiaries that are not Guarantors; provided that, in the case of this clause (ii), (w) such sale, transfer or disposition shall be for fair market value, (x) the aggregate amount of such sales, transfers and dispositions since the Closing Date shall not exceed $70,000,000, (y) at least 50% of the consideration received by the Borrower and the Restricted Subsidiaries shall consist of cash and cash equivalents) and (z) any non-cash proceeds received are pledged to the Administrative Agent to the extent required under Section 9.12; (id) the Borrower and the Restricted Subsidiaries may make Dispositions to any Parent Guarantor, the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 10.3 or 10.6; (e) in addition to selling or transferring accounts receivable pursuant to the other provisions hereof, the Borrower and the Restricted Subsidiaries may lease(i) sell or discount without recourse accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and (ii) sell or transfer accounts receivable and related rights pursuant to customary receivables financing facilities so long as, subleasein the case of clauses (i) and (ii), license the Net Cash Proceeds thereof to the Borrower and its Restricted Subsidiaries (except in the case of transactions permitted by Section 10.4(e)(i) to the extent the Net Cash Proceeds of any such transaction do not exceed $10,000) are promptly applied to the prepayment of Loans and/or commitment reductions as provided for in Section 5.2; (f) the Borrower and its Restricted Subsidiaries may lease or sublicense real, sub-lease any real property or personal or intellectual property in the ordinary course of business; (fg) the Borrower any Asset Swap shall be permitted; provided that (i) no Default or Event of Default shall exist and the Restricted Subsidiaries may make Dispositions of property be continuing before or after giving effect thereto and (including like-kind exchangesii) if and to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the its Restricted Subsidiaries may make Dispositions receive consideration for the cable television system or systems (or portions thereof) and related assets transferred to them in connection with such Asset Swap that is in addition to the cable television systems (or portions thereof) and related assets received upon disposition thereof, such Asset Swap shall be deemed to be a disposition of property pursuant to Permitted Sale Leaseback transactionsassets and shall be permitted only if the provisions of Section 10.4(b) and Section 5.2 shall be complied with in connection therewith; (h) the Borrower and the its Restricted Subsidiaries may make Dispositions abandon, allow to lapse or otherwise dispose of Investments intangible property that the Borrower or such Restricted Subsidiary shall determine in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) its reasonable business judgment is immaterial 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 arrangementsconduct of its business; (i) the Borrower and the Restricted Subsidiaries may make Dispositions forgiveness of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating any loans or advances made pursuant to any equity reallocation in connection with an asset or equity contributionSection 10.5(c); (j) customary Dispositions in connection with licensing and cross-licensing arrangements involving any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable technology or other obligations owing to intellectual property of the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereofordinary course of business; (nk) transfers of property subject to casualty or condemnation proceeding (including in lieu thereof) upon receipt of the Net Proceeds therefor; (l) sales, transfers, leases and other dispositions of property in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower and the its Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign SubsidiarySubsidiaries; and (qm) the Borrower Liens permitted by Section 10.2 and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise Investments permitted pursuant to clauses by Section 10.5 (a) through (p) aboveexcluding Section 10.5(r)).

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) conveyConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivablesincluding, Stock and Stock Equivalents of any other Person) without limitation, receivables and leasehold interests), whether now owned or hereafter acquired acquired, or, in the case of any Restricted Subsidiary, issue or (ii) sell any shares of such Restricted Subsidiary's Capital Stock to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Wholly Owned Restricted Subsidiary’s Stock and Stock Equivalents, except thatexcept: (a) the Borrower and sale or other disposition of inventory or any other property in the Restricted Subsidiaries may sell, transfer ordinary course of business (provided that no sale of a License or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) any System shall be considered to be in the ordinary course of business, and (ii) Permitted Investments); (b) as permitted by subsection 6.5(b); (c) so long as after giving effect thereto the Borrower and is in Pro Forma Compliance, any Asset Sale (other than any sale of receivables permitted by subsection 6.6(f)) the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each aggregate fair market value of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower property and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of which is equal to or less than $25,000,000; provided that (i) if such DispositionAsset Sale includes one or more Licenses and, that are assumed by after giving effect thereto, the transferee with respect to the applicable Disposition and for which the Borrower and all then aggregate number of the Restricted Subsidiaries Owned Pops would be less than 120,000,000, such Asset Sale shall have been validly released by all applicable creditors in writing, (B) any securities received approved by the Person making such Disposition from Requisite Lenders and (ii) if the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 with the fair market value of each item the property and assets sold or otherwise disposed of Designated Non-pursuant to this paragraph during any period of two consecutive calendar years shall exceed $100,000,000, the Net Cash Consideration being measured at the time received Proceeds of such excess property and without giving effect to subsequent changes in value and (iv) any non-cash proceeds received are pledged to the Collateral Agent assets, to the extent required under Section 9.12; (i) not applied to purchase other property or assets to be utilized in connection with the Borrower and Borrower's national wireless telecommunications network within 270 days from the Restricted Subsidiaries may make Dispositions to date of the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiaryapplicable Asset Sale, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair valueapplied to effect a Pro Rata Prepayment/Commitment Reduction; (d) so long as after giving effect thereto the Borrower and is in Pro Forma Compliance, any Restricted Subsidiary may effect Asset Sale (other than any transaction sale of receivables permitted by Section 10.3, 10.5 or 10.6; (esubsection 6.6(f)) the Borrower aggregate fair market value of the property and assets that are the Restricted Subsidiaries may leasesubject of which are in excess of $25,000,000, subleaseprovided that, license (i) if such Asset Sale includes one or sublicense realmore Licenses and, personal or intellectual property in after giving effect thereto, the ordinary course then aggregate number of business; Owned Pops would be less than 120,000,000, such Asset Sale shall have been approved by the Requisite Lenders, (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchangesii) to the extent that (i) the Net Cash Proceeds of such property is exchanged for credit against Asset Sale are in excess of $100,000,000, such excess Net Cash Proceeds shall be deposited in the purchase price Asset Sale Proceeds Sub-Account, from which the Borrower may withdraw and apply such funds, together with all earnings thereon, to the purchase, within 270 days from the date of similar replacement the applicable Asset Sale, of other property or assets to be utilized in connection with the Borrower's national wireless telecommunications network, (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (giii) the Borrower and may apply such Net Cash Proceeds (whether or not required to be deposited in the Restricted Subsidiaries may make Dispositions of Asset Sale Proceeds Sub-Account as described above) to purchase other property pursuant or assets to Permitted Sale Leaseback transactions; (h) be utilized in connection with the Borrower's national wireless telecommunications network if the Borrower shall (A) notify the Administrative Agent reasonably promptly following the completion of such Asset Sale that it intends to do so and (B) deliver to the Restricted Subsidiaries may make Dispositions Administrative Agent evidence that the Borrower has, within 270 days from the date of Investments such Asset Sale, in joint ventures fact done so and Merchant Acquisition (iv) if and Processing Alliances (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements between that the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt aggregate amount of the Net Cash Proceeds of all such Casualty EventAsset Sales described in this paragraph that are not used as specified in clause (iii) of this proviso, such amount shall be applied to effect a Pro Rata Prepayment/Commitment Reduction; (me) so long as after giving effect thereto the Borrower is in Pro Forma Compliance, any Asset Swap, provided that, (i) if such Asset Swap includes one or more Licenses and, after giving effect thereto, the then aggregate number of Owned Pops would be less than 120,000,000, such Asset Swap shall have been approved by the Requisite Lenders and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (nii) the Borrower if and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition receive consideration for the System or Systems transferred by them in connection with a Disposition otherwise such Asset Swap that is in addition to the System or Systems received in exchange therefor, such Asset Swap shall be deemed to be an Asset Sale and shall be permitted pursuant to clauses (aonly if the provisions of subsection 6.6(c) through (p) above.or 6.6

Limitation on Sale of Assets. The Each of Holdings, the Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Borrower or the Restricted Subsidiaries) or (ii) sell to any Person (other than the Borrower Borrower, a Guarantor or a GuarantorRestricted Foreign Subsidiary) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentscapital stock, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles vehicles, inventory and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of other assets (each of the foregoing, a “Disposition”), excluding any Disposition of other than accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, receivable) for fair value, provided that (i) to the extent requiredaggregate amount of such sales, the Net Cash Proceeds thereof to transfers and disposals by the Borrower and the Restricted Subsidiaries are promptly applied Subsidiaries, taken as a whole, pursuant to this clause (b) shall not exceed in the prepayment of Term Loans as provided for in Section 5.2aggregate $200,000,000, (ii) any consideration in excess of $5,000,000 received by the Borrower or any Guarantor in connection with such sales, transfers and other dispositions of assets pursuant to this clause (b) that is in the form of Indebtedness shall be pledged to the Administrative Agent pursuant to Section 9.12, (iii) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions) in an aggregate amount in excess of $10,000,000 the Borrower shall be in compliance, on a pro forma basis after giving effect to such sale, transfer or disposition, with the covenants set forth in Sections 10.9 and 10.10, as such covenants are recomputed as at the time last day of the definitive agreement for most recently ended Test Period under such Disposition is entered intoSections as if such sale, transfer or disposition had occurred on the first day of such Test Period and (iv) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (ic) the Borrower and the Restricted Subsidiaries may make Dispositions sales of assets to the Borrower or any other Credit Party and (ii) to any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition sales to Restricted Foreign Subsidiaries shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6;; and (e) in addition to selling or transferring accounts receivable pursuant to the other provisions hereof, the Borrower and the Restricted Subsidiaries may lease, sublease, license (i) sell or sublicense real, personal or intellectual property discount without recourse accounts receivable arising in the ordinary course of business; business in connection with the compromise or collection thereof and (fii) sell or transfer accounts receivable and related rights pursuant to customary receivables financing facilities so long as, in the case of clauses (i) and (ii), the Net Cash Proceeds thereof to the Borrower and the its Restricted Subsidiaries may make Dispositions (except in the case of property (including like-kind exchangestransactions permitted by Section 10.4(e)(i) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of any such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall transaction do not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o$10,000) are promptly applied to the prepayment of Term Loans and/or commitment reductions as provided for in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) above5.2.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) the Borrower and or such Restricted Subsidiary, as the Restricted Subsidiaries case may sellbe, transfer receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each have a Fair Market Value in excess of the foregoing, greater of (a) $6,150,000 and (b) 1.5% of Consolidated Total Assets for the most recently ended Test Period (calculated on a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (iiPro Forma Basis) at the time the definitive agreement for of such Disposition is entered intodisposition, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by the Borrower or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted 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 consolidated balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted SubsidiaryBorrower, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; (Civ) 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 (v) any Designated Non-Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (v) that is at that time outstanding, not in excess to exceed the greater of $100,000,000 24,600,000 or 6% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) of this provision and (iv) any non-cash proceeds received are pledged to for no other purpose. Within the Collateral Agent to Reinvestment Period after the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower Borrower’s or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, the Borrower or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (mi) (x) to prepay Loans or Indebtedness in accordance with Section 5.2(a)(i) or (y) to the extent not required to prepay Loans pursuant to Section 5.2(a)(i), be retained by the Borrower and/or Restricted Subsidiaries (any such amounts, “Retained Asset Sale Proceeds”); and/or (ii) to make investments in the Borrower and its Subsidiaries; provided that the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Cash Proceeds, the Borrower or any such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement or letter of intent to consummate any such investment described in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Borrower or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (c) Pending the final application of all Dispositions made any Net Cash Proceeds pursuant to this clause (o) are promptly applied to covenant, the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of Borrower or the definition of “applicable Restricted Subsidiary may apply such Net Cash Proceeds”; (p) Proceeds temporarily to reduce Indebtedness outstanding under the Borrower and Revolving Credit Facility or any Restricted Subsidiaries may sell, transfer other revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose Dispose of (i) inventoryinventory and other goods held for sale, including Hydrocarbons, obsolete, worn out, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assetsother than accounts receivable) in the ordinary course of businessbusiness (including equipment that is no longer necessary for the business of the Borrower or its Restricted Subsidiaries or is replaced by equipment of at least comparable value and use), and (ii) Permitted Investments, and (iii) assets for the purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course; (b) the Borrower and the Restricted Subsidiaries may sellDispose of any Oil and Gas Properties or any interest therein or the Stock or Stock Equivalents of any Restricted Subsidiary or of any Minority Investment owning Oil and Gas Properties (and including, transfer or otherwise dispose but without limitation, Dispositions in respect of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except Production Payments and in connection with net profits interests, operating agreements, farm-ins, joint exploration and development agreements and other agreements customary in the oil and gas industry for the purpose of developing such Oil and Gas Properties); provided that such Disposition is for Fair Market Value; provided, further, that if such Disposition of Oil and Gas Properties or of any business to which Stock or Stock Equivalents of any Restricted Subsidiary or Minority Investment owning Oil and Gas Properties involves Borrowing Base Properties included in the most recently delivered Reserve Report and the aggregate PV-9 (calculated at the time of such accounts receivable relate, for fair value, provided that Disposition) of all such Borrowing Base Properties Disposed of since the later of (i) the last Scheduled Redetermination Date and (ii) the last adjustment of the Borrowing Base made pursuant to Section 2.14(g) exceeds 5% of the then-effective Borrowing Base, then no later than two Business Days’ after the date of consummation of any such Disposition, the Borrower shall provide notice to the Administrative Agent of such Disposition and the Borrowing Base Properties so Disposed and the Borrowing Base shall be adjusted in accordance with the provisions of Section 2.14(g); provided, further, that to the extent required, that the Net Cash Proceeds thereof Borrower is notified by the Administrative Agent that a Borrowing Base Deficiency could result from an adjustment to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of Borrowing Base resulting from such Disposition, that are assumed by after the transferee with respect to the applicable Disposition and for which consummation of such Disposition(s), the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingreceived net cash proceeds, (B) or shall have cash on hand, sufficient to eliminate any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12potential Borrowing Base Deficiency; (ic) the Borrower and the Restricted Subsidiaries may make Dispositions Dispose of property or assets to the Borrower or any other to a Restricted Subsidiary; provided that if the transferor of such property is a Credit Party and (i) the transferee thereof must either be a Credit Party or (ii) any Restricted Subsidiary that such transaction is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair valuepermitted under Section 10.5; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) of property (other than Borrowing Base Properties) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant Hydrocarbon Interests to Permitted Sale Leaseback transactionswhich no Proved Reserves are attributable and farm-outs of undeveloped acreage to which no Proved Reserves are attributable and assignments in connection with such farm-outs; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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 arrangementsarrangements to the extent the same would be permitted under Section 10.5(i); (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (lj) transfers of property subject to a (i) Casualty Event or in connection with any condemnation proceeding with respect to Collateral upon receipt of the Net Cash Proceeds net cash proceeds of such Casualty EventEvent or condemnation proceeding or (ii) in connection with any Casualty Event or any condemnation proceeding, in each case with respect to property that does not constitute Collateral; (k) Dispositions of accounts receivable (i) in connection with the collection or compromise thereof or (ii) to the extent the proceeds thereof are used to prepay any Loans then outstanding; (l) the unwinding of any Hedge Agreement (subject to the terms of Section 2.14(f)); (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or Oil and Gas Properties and other obligations owing to assets not included in the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof;Borrowing Base; and (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (pm) above.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose Dispose of any of its property, Property or business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired acquired, or, in the case of any Subsidiary, issue or (ii) sell any shares of such Subsidiary’s Capital Stock to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsPerson, except thatexcept: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default obsolete or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual worn out property in the ordinary course of business; (b) the sale or other Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by Section 7.4(b); (d) the sale or issuance of the Capital Stock of (i) any Subsidiary to the Parent Borrower or any Subsidiary Guarantor, (ii) any Subsidiary (other than a Subsidiary Guarantor) to any Subsidiary Guarantor and (iii) any Subsidiary that is not a Loan Party to any other Subsidiary; (e) the sale or transfer of any Capital Stock of any Subsidiary that is not a Loan Party acquired pursuant to a Permitted Business Acquisition to any other Subsidiary; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property any Asset Sale (including like-kind exchangesany sale and leaseback transactions permitted by Section 7.11) to the extent or Recovery Event; provided that (i) such property is exchanged the aggregate fair market value of all assets sold in connection with Asset Sales in reliance on this clause (f) shall not exceed (x) 10% of Consolidated Total Assets (measured as of the last day of the immediately preceding fiscal year of the Parent Borrower and its Subsidiaries for credit against which audited financial statements are available) in any fiscal year and (y) 20% of Consolidated Total Assets (measured as of the purchase price last day of similar replacement property or the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available, but tested only at incurrence) in the aggregate during any four-year rolling period and (ii) the proceeds aggregate amount of such Disposition are applied Consolidated EBITDA attributable to all assets sold in connection with Asset Sales in reliance on this clause (f) shall not exceed (x) 7.5% of Consolidated EBITDA (measured based on Consolidated EBITDA for the purchase price of such replacement property, in each case under Section 1031 immediately preceding fiscal year of the Code Parent Borrower and its Subsidiaries for which audited financial statements are available) in any fiscal year and (y) 15% of Consolidated EBITDA (measured based on Consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters of the Parent Borrower and its Subsidiaries for which financial statements are available, but tested only at incurrence) in the aggregate during any four-year rolling period; provided, further, that the requirements of Section 2.12(b) are complied with in connection with such Asset Sale or otherwiseRecovery Event; (g) monetary payments made in the Borrower and the Restricted Subsidiaries may make Dispositions ordinary course of property pursuant to Permitted Sale Leaseback transactionsbusiness; (h) the Borrower and sale or discount without recourse of accounts receivable arising in the Restricted Subsidiaries may make Dispositions ordinary course of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless business of the form of legal entity) to Parent Borrower or its Subsidiaries in connection with the extent required by, compromise or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangementscollection thereof; (i) the Borrower and sale or issuance of a minimal number of any Foreign Subsidiary’s Capital Stock to a foreign national to the Restricted Subsidiaries may make Dispositions of Investments extent required by local law in Merchant Acquisition and Processing Alliances (regardless of a jurisdiction outside the form of legal entity) relating to any equity reallocation in connection with an asset or equity contributionUnited States; (j) customary any Disposition of Property or business or series of related Dispositions of Property or businesses which yields net proceeds to the Parent Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in connection with any Permitted Receivables Financingthe case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) of less than the greater of (x) $25,000,000 and (y) 1.5% of Consolidated Total Assets (measured on the date of such Disposition); (k) the Borrower sale, transfer, encumbrance or other disposition of accounts receivable or related ancillary rights and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 assets pursuant to the Original Credit Agreement (“Scheduled Dispositions”)a Receivables Transfer Program; (l) transfers the sale, transfer, encumbrance or other disposition of property subject securities or related ancillary rights and assets pursuant to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Eventsales, marketing and distribution arrangements; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable Property from the Parent Borrower or other obligations owing a Subsidiary Guarantor to the Parent Borrower or any Restricted another Subsidiary in connection with the collection, compromise or realization thereof;Guarantor; and (n) the Borrower and the Restricted Subsidiaries may effect the unwinding Dispositions of Property from any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding Subsidiary that is not a Loan Party to any Disposition of accounts receivable except in connection with the Disposition of any business to other Subsidiary that is not a Loan Party. Any Collateral which such accounts receivable relate)is sold, for fair value to the extent that (i) the aggregate consideration for all Dispositions made transferred or otherwise conveyed pursuant to this clause (o) shall not exceed 15% Section 7.5 to a Person other than the Parent Borrower and its Subsidiaries shall, upon the consummation of Consolidated Total Assets since such sale in accordance with the Original Closing Date terms of this Agreement and (ii) the Net Cash Proceeds of all Dispositions made other Loan Documents, be released from the Liens granted pursuant to this clause (o) are promptly applied the Security Documents and each Lender hereby authorizes and instructs the Administrative Agent to take such action as the prepayment of Term Loans as provided in Section 5.2 without giving effect Parent Borrower reasonably may request to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveevidence such release.

Limitation on Sale of Assets. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) Holdings or such Restricted Subsidiary, as the Borrower and case may be, receives consideration at the Restricted Subsidiaries may sell, transfer time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each of the foregoing, have a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price Fair Market Value in excess of $10,000,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by Holdings or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted Subsidiary’s Holdings’ 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 Holdings’ 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 Holdings) of the Borrower or such Restricted SubsidiaryHoldings, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower Holdings and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Holdings or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by Holdings or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and (Civ) any Designated Non-Cash Consideration received by the Person making Holdings or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (iv) that is at that time outstanding, not in excess to exceed the greater of $100,000,000 80,000,000 or 6.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) of this provision and (iv) any non-cash proceeds received are pledged to for no other purpose. Within the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower Reinvestment Period after Holdings’ or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, Holdings or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (mi) to prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i); and/or (ii) to make investments in the Borrower and its Subsidiaries; provided that Holdings and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to the Borrower or any Restricted Subsidiary in connection have complied with the collection, compromise or realization thereof; this clause (nii) the Borrower if and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that, within the Reinvestment Period after the Asset Sale that (i) generated the aggregate consideration for all Dispositions made pursuant Net Cash Proceeds, Holdings or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment described in this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, Holdings or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (c) Pending the final application of all Dispositions made any Net Cash Proceeds pursuant to this clause (o) are promptly applied to covenant, Holdings or the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “applicable Restricted Subsidiary may apply such Net Cash Proceeds”; (p) Proceeds temporarily to reduce Indebtedness outstanding under the Borrower and Revolving Credit Facility or any Restricted Subsidiaries may sell, transfer other revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) the Borrower and or such Restricted Subsidiary, as the Restricted Subsidiaries case may sellbe, transfer receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investmentsdisposed of; (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each have a Fair Market Value in excess of the foregoing, greater of (x) $30,000,000 and (y) 20% of Consolidated EBITDA (calculated on a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (iiPro Forma Basis) at the time the definitive agreement for of such Disposition is entered intodisposition, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by the Borrower or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted 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 consolidated balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted SubsidiaryBorrower, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and (Civ) any Designated Non-Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (iv) that is at that time outstanding, not in excess to exceed the greater of (x) $100,000,000 and (y) 65% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) of this provision and (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12;for no other purpose; and (ic) no Event of Default shall have occurred or be occurring or will occur as a consequence thereof. Within the Borrower and Reinvestment Period after the Restricted Subsidiaries may make Dispositions to the Borrower Borrower’s or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, the Borrower or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (mi) (x) to prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i) or (y) to the extent not required to prepay Loans pursuant to Section 5.2(a)(i), be retained by the Borrower and/or Restricted Subsidiaries (any such amounts, “Retained Asset Sale Proceeds”); and/or (ii) to make investments in the Borrower and its Subsidiaries; provided that the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Cash Proceeds, the Borrower or any such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement or letter of intent to consummate any such investment described in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Borrower or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (d) Pending the final application of all Dispositions made any Net Cash Proceeds pursuant to this clause (o) are promptly applied to covenant, the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of Borrower or the definition of “applicable Restricted Subsidiary may apply such Net Cash Proceeds”; (p) the Borrower and Proceeds temporarily to reduce Indebtedness outstanding under any Restricted Subsidiaries may sell, transfer revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose consummate the disposition of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell consummate the sale to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing, a “Disposition”), except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventoryobsolete, used negligible, immaterial, worn-out, uneconomical, scrap, used, or surplus equipment, vehicles and other or mothballed assets (including Merchant Agreements and Settlement Assetsany such equipment that has been refurbished in contemplation of such disposition) or assets no longer used or useful in the business or no longer commercially desirable to maintain, (ii) inventory or goods (or other assets) held for sale in the ordinary course of business, (iii) cash and Permitted Investments, (iv) immaterial assets, and (iiv) Permitted Investmentsassets for the purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and the Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose make Dispositions of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, assets; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans or Term C Loans as provided for in Section 5.25.2(a)(i), (ii) at as of the time date of signing of the definitive agreement for such Disposition is entered intoDisposition, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,00050,000,000, the Person making such Disposition shall receive fair market value and not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s or such Restricted Subsidiary’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) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities securities, notes or other obligations received by the Person making such Disposition from the purchaser that are converted by such Person into cash or Permitted Investments or by their terms are required to be satisfied for cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, (C) consideration consisting of Indebtedness of any Credit Party (other than subordinated Indebtedness) received after the Closing Date from Persons who are not Restricted Subsidiaries (so long as such Indebtedness is not cancelled or forgiven) and (D) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of the greater of $100,000,000 500,000,000 and 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and (iv) any non-cash proceeds received in the form of Real Estate, Indebtedness or Stock and Stock Equivalents are pledged to the Collateral Agent Representative to the extent required under Section 9.129.12 or 9.14; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and Party, (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, Subsidiary of the Borrower; provided that with respect to any such DispositionsDisposition to an Unrestricted Subsidiary or Excluded Project Subsidiary, such sale, transfer or disposition Disposition shall be for fair valuevalue and (iii) any Credit Party may make Dispositions to a non-Credit Party in an aggregate amount not to exceed $300,000,000; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section Sections 10.2, 10.3, (other than Section 10.3(j)), 10.5 (other than Section 10.5(l)) or 10.610.6 (other than Section 10.6(f)); (e) the Borrower and the any Restricted Subsidiaries Subsidiary may lease, sublease, license (only on a non-exclusive basis, with respect to any intellectual property) or sublicense (only on a non-exclusive basis, with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property (excluding any boot thereon) or (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of (i) Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements or put/call arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements or (ii) to joint ventures in connection with the dissolution or termination of a joint venture to the extent required pursuant to joint venture and similar arrangements; (i) the Borrower and the Restricted Subsidiaries may make (i) Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions Receivables Facility Assets in connection with any Permitted Receivables Financing, and any Disposition of Securitization Assets in connection with any Qualified Securitization Financing, provided that the Receivables Indebtedness arising in connection therewith shall not exceed the amount of Receivables Indebtedness permitted by Section 10.1(w) and (ii) Dispositions in connection with accounts receivable factoring facilities in the ordinary course of business; (kj) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 or to consummate the Original Credit Agreement (“Scheduled Dispositions”)Transactions, including transactions contemplated by the Plan; (lk) transfers of property subject to a Casualty Recovery Event or in connection with any condemnation proceeding upon receipt of the Net Cash Proceeds of such Casualty EventRecovery Event or condemnation proceeding; (l) Dispositions or discounts of accounts receivable or notes receivable in connection with the collection or compromise thereof or the conversion of accounts receivable to notes receivable; (m) Dispositions of any assets not constituting Collateral in an aggregate amount not to exceed $150,000,000; (n) Dispositions of power, capacity, heat rate, renewable energy credits, waste by-products, energy, electricity, coal and lignite, oil and other petroleum-based liquids, emissions and other environmental credits, ancillary services, fuel (including all forms of nuclear fuel and natural gas) and other related assets or products of services, including assets related to trading activities or the sale of inventory or contracts related to any of the foregoing, in each case in the ordinary course of business; (o) the execution of (or amendment to), settlement of or unwinding of any Hedging Agreement; (p) any Disposition of mineral rights, other than mineral rights in respect of coal or lignite; (q) any Disposition of any real property that is (i) primarily used or intended to be used for mining which has either been reclaimed, or has not been used for mining in a manner which requires reclamation, and in either case has been determined by the Borrower not to be necessary for use for mining, (ii) used as buffer land, but no longer serves such purpose, or its use is restricted such that it will continue to be buffer land, or (iii) was acquired in connection with power generation facilities, but has been determined by the Borrower to no longer be commercially suitable for such purpose; (r) any Disposition (including foreclosure, condemnation or expropriation) of any assets required by any Governmental Authority; (s) any Disposition of assets in connection with salvage activities; (t) the surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims; (u) Dispositions of any assets (including Stock and Stock Equivalents) acquired in connection with any Permitted Acquisition or other Investment not prohibited hereunder, which assets are not used or useful to the core or principal business of the Borrower and the its Restricted Subsidiaries (as determined by the Borrower in good faith); and (v) other Dispositions (including those of the type otherwise described herein) made for fair market value in an aggregate amount not to exceed the greater of (x) $500,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis); (w) the Borrower and any Restricted Subsidiary may make Dispositions of accounts receivable (i) terminate or otherwise collapse its cost sharing agreements with the Borrower or any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Stock or any Stock to intercompany Indebtedness, (iii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligations obligation owing to by the Borrower or any Restricted Subsidiary or (iv) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, managers, directors, officers or employees of Holdings, the Borrower, any direct or indirect parent thereof, or any Subsidiary thereof or any of their successors or assigns; (x) any disposition of property to the extent that (1) such property is exchanged for credit against the purchase price of similar replacement property that is purchased within 270 days thereof or (2) the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually purchased within 270 days thereof); (y) any disposition in connection with the collection, compromise a Permitted Reorganization or realization thereofan IPO Reorganization Transaction; (nz) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market value or usefulness to the business of the Borrower and the Restricted Subsidiaries may effect Subsidiaries, taken as a whole, as determined in good faith by the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign SubsidiaryBorrower; and (qaa) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets asset between or among the Borrower and/or its any Restricted Subsidiaries Subsidiary as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (pz) above; provided that after giving effect to any such Disposition, to the extent the assets subject to such Dispositions constituted Collateral, such assets shall remain subject to, or be rejoined to, the Lien of the Security Documents.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents of any other Person) and leasehold interestsincluding pursuant to a Sale Leaseback), whether now owned or hereafter acquired (each, a “Disposition”) (other than any such Disposition resulting from a Recovery Event), or (ii) sell to any Person (other than to the Borrower or a GuarantorRestricted Subsidiary) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Capital Stock, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer lease, assign, transfer, license, abandon, allow the expiration or lapse of, or otherwise dispose of Dispose of, the following: (i) inventoryobsolete, worn-out, damaged, uneconomic, no longer commercially desirable, used or surplus assets, rights and properties and other assets, rights and properties that are held for sale or no longer used, useful or necessary for the operation of the Borrower’s and its Subsidiaries’ business, (ii) inventory, equipment, vehicles service agreements, product sales, securities and goods held for sale or other immaterial assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, (iii) cash, Cash Equivalents and Investment Grade Securities in the ordinary course of business, (iv) books of business, client lists or related goodwill in connection with the departure of related employees or producers in the ordinary course of business and (iiv) Permitted Investmentsany such other assets or Capital Stock to the extent that the aggregate Fair Market Value of such assets sold in any single transaction or series of related transactions does not exceed the greater of (x) $1,500,000 and (y) 3% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Section 9.1 Financials most recently delivered on or prior to such date; (b) the Borrower and the Restricted Subsidiaries may (i) enter into non-exclusive licenses or non-exclusive sublicenses of Intellectual Property including in connection with a research and development agreement in which the other party receives a non-exclusive license to Intellectual Property that results from such agreement, (ii) exclusively license or exclusively sublicense Intellectual Property if done in the ordinary course of business or consistent with past practice of the Borrower and its Restricted Subsidiaries and (iii) assign, lease, sublease, license or sublicense any real or personal property or terminate or allow to lapse any such assignment, lease, sublease, license or sublicense, other than any Intellectual Property, in the ordinary course of business; (c) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose Dispose of other assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, Fair Market Value; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (bSection 10.4(c) for a purchase price in excess of the greater of (x) $10,000,00010,000,000 and (y) 20% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Section 9.1 Financials most recently delivered on or prior to such date, the Person making such Disposition shall receive not less than 75% of the aggregate consideration therefor from such consideration Disposition and all other Dispositions made pursuant to this clause (c) since the Closing Date, on a cumulative basis, received by the Borrower and its Restricted Subsidiaries, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that that, for the purposes of determining what constitutes cash under this subclause clause (iii) the following shall be deemed to be cash: i), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes theretothereto or if accrued or incurred subsequent to the date of such balance sheets, such liabilities would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto as if such accrual or incurrence 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 (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionObligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingwriting shall be deemed to be cash or Cash Equivalents, (B) any securities securities, notes or other obligations received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person 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 shall be deemed to be cash or Cash Equivalents and (C) any Designated Non-Cash Consideration received by the Person making Borrower or such Restricted Subsidiary in respect of the applicable Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (C) that is outstanding at that the time outstandingsuch Designated Non-Cash Consideration is received, not in excess of the greater of (x) $100,000,000 10,000,000 and (y) 20% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Section 9.1 Financials most recently delivered on or prior to such date, with the fair market value 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 value, shall be deemed to be cash or Cash Equivalents, (ivii) any non-cash proceeds received in the form of Indebtedness or Capital Stock are pledged to the Collateral Agent to the extent required under Section 9.129.11, and (iii) to the extent applicable, the Net Cash Proceeds thereof are promptly offered to prepay the Term Loans to the extent required by Section 5.2(a)(i); (id) the Borrower and the Restricted Subsidiaries may (i) Dispose of, discount, forgive or write off accounts receivable, notes receivable or other current assets in the ordinary course of business or convert accounts receivable to notes receivable or make other Dispositions to of accounts receivable in connection with the Borrower compromise or any other Credit Party collection thereof and (ii) sell or transfer accounts receivable so long as the Net Cash Proceeds of any Restricted Subsidiary that is not a Credit Party may make Dispositions sale or transfer pursuant to this clause (ii) are offered to prepay the Borrower or any other Subsidiary, provided that with respect Term Loans pursuant to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.65.2(a)(i); (e) the Borrower and the Restricted Subsidiaries may leaseDispose of properties, subleaserights or assets (including the Disposition or issuance of Capital Stock) to the Borrower or to a Restricted Subsidiary; provided that, license if the transferor of such property, right or sublicense realasset is the Borrower or a Subsidiary Guarantor and the transferee thereof is a Restricted Subsidiary that is not a Subsidiary Guarantor, personal or intellectual property in then the ordinary course Indebtedness of businesssuch transferor assumed by such transferee shall be deemed an Incurrence of Indebtedness upon completion of such transaction and such transaction shall be permitted only if such Incurrence is permitted under Section 10.1 (without giving effect to Section 10.1(j)); (f) the Borrower and the Restricted Subsidiaries may make Dispositions Dispose of property (including like-like- kind exchanges) 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, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions sell, transfer and otherwise Dispose of property Investments in Joint Ventures to the extent required by, or made pursuant to Permitted Sale Leaseback transactionscustomary buy/sell arrangements between, the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures effect any transaction permitted by Section 10.3, 10.5 or 10.6 and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) may create, incur, assume or suffer 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 arrangementsexist Liens permitted by Section 10.2; (i) the Borrower and the Restricted Subsidiaries Subsidiary may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating transfer property subject to Recovery Events, including foreclosures, condemnation, expropriation, forced disposition, eminent domain or any equity reallocation in connection similar action with an asset or equity contributionrespect to assets; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 and Dispositions (i) of non-core or obsolete assets acquired in connection with Acquisitions or other similar Investments that are not used or useful in, or are surplus to, the business of the Borrower and the Restricted Subsidiaries and (ii) of other assets acquired in connection with Acquisitions or other similar Investments permitted under this Agreement for Fair Market Value; provided that any such Dispositions referred to in this clause (ii) shall be made or contractually committed to be made within 365 days of the Original Credit date such assets were acquired by the Borrower or such Restricted Subsidiary; (k) the Borrower and the Restricted Subsidiaries may unwind or terminate any Hedging Agreement (“Scheduled Dispositions”)or Cash Management Agreement and allow for the expiration of any options agreement with respect to any Real Property or personal property; (l) transfers the Borrower and the Restricted Subsidiaries may make Dispositions of property subject to a Casualty Event upon receipt residential Real Property and related assets in connection with relocation activities for officers, managers, consultants, directors, employees or independent contractors (or their Immediate Family Members) of Holdings (or any Parent Entity thereof or any Equityholding Vehicle), the Net Cash Proceeds of such Casualty EventBorrower and the Restricted Subsidiaries; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing issue directors’ qualifying shares and shares issued to the Borrower or any Restricted Subsidiary foreign nationals, in connection with the collection, compromise or realization thereofeach case as required by Applicable Laws; (n) the Borrower and the Restricted Subsidiaries may effect enter into any netting arrangement of accounts receivable between or among the unwinding Borrower and its Restricted Subsidiaries or among Restricted Subsidiaries of any Hedge Agreementthe Borrower made in the ordinary course of business; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with allow the Disposition of any business lapse of, abandon, cancel or cease to which such accounts receivable relate), for fair value maintain or cease to the extent enforce Intellectual Property rights that are no longer (i) used, useful or necessary for the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% on-going business of Consolidated Total Assets since the Original Closing Date Borrower and its Restricted Subsidiaries, (ii) economically practicable or commercially reasonable to maintain or (iii) in the Net Cash Proceeds best interest of all Dispositions made pursuant to this clause (o) are promptly applied to or material for the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) operation of the definition Borrower’s and the Restricted Subsidiaries’ businesses (including by allowing any registrations or any applications for registration thereof to lapse), in each case in the ordinary course of “Net Cash Proceeds”business or consistent with past practice in the reasonable business judgment of the Borrower; (p) the Borrower and any the Restricted Subsidiaries may sellsurrender, transfer terminate or otherwise dispose waive any contract rights or surrender, waive, settle, modify, compromise or release any contract rights, litigation claims or any other claims of any Foreign Subsidiary to any other Foreign Subsidiary; andkind (including in tort) in the ordinary course of business; (q) the Borrower and the Restricted Subsidiaries may make Dispositions or issuances of the Capital Stock in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary; (r) the Borrower and the Restricted Subsidiaries may effect a Sale Leaseback (i) with respect to property that is acquired after the Closing Date so long as such Sale Leaseback is consummated within 270 days of the acquisition of such property or (ii) if at the time the lease in connection therewith is entered into, and after giving effect to the entering into of such lease, such lease is otherwise permitted under this Agreement; (s) the Borrower may issue Qualified Capital Stock and, to the extent permitted by Section 10.1, Disqualified Capital Stock; (t) the Borrower and the Restricted Subsidiaries may make Dispositions (including those of the type otherwise described herein) after the Closing Date in an aggregate amount not to exceed the greater of (x) $5,000,000 and (y) 10% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior the date such assets are Disposed (measured as of such date) based upon the Section 9.1 Financials most recently delivered on or prior to such date; (u) to the extent allowable under Section 1031 of the Code or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (v) sales or transfers of accounts receivable, or participations therein and related assets, in connection with any Qualified Receivables Facility; (w) sales or dispositions of Capital Stock of any assets Foreign Subsidiary in order to qualify members of the governing body of such Subsidiary if required by Applicable Law; (x) samples, including time-limited evaluation software, provided to customers or prospective customers; (y) de minimis amounts of equipment provided to employees; (z) the Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with the Borrower or any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Capital Stock, (iii) transfer any intercompany Indebtedness to the Borrower or any Restricted Subsidiary (subject to applicable subordination terms if Indebtedness of a Credit Party is transferred to a non-Credit Party), (iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by Holdings, the Borrower or any Restricted Subsidiary, (v) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of any Parent Entity, Holdings, the Borrower or any Subsidiary or any of their successors or assigns or (vi) surrender or waive contractual rights and settle or waive contractual or litigation claims; and (aa) the Borrower and the Restricted Subsidiaries may make Dispositions of any asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (ps) above.

Limitation on Sale of Assets. (a) The Borrower Company will not, and will not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (i) conveyat least 80% of the consideration from such Asset Sale consists of (A) cash or Cash Equivalents, sell, lease, assign, transfer (B) the assumption of Senior Indebtedness or otherwise dispose of any of its property, business Senior Guarantor Indebtedness or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person liabilities (other than Pari Passu Indebtedness or Subordinated Indebtedness) by the Borrower or a Guarantor) any shares owned by it party acquiring the assets from the Company of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (aC) Replacement Assets, (D) Designated Noncash Consideration, or (E) a combination of any of the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, foregoing; and (ii) Permitted Investments; (b) the Borrower and the Company or such Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) Subsidiary receives consideration at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in Asset Sale at least equal to the form Fair Market Value of cash the shares or Permitted Investmentsassets subject to such Asset Sale; provided that for any notes or other obligations received by the purposes Company or any such Restricted Subsidiary from any transferee of this subclause (iii) assets from the following Company or such Restricted Subsidiary that are converted by the Company or such Restricted Subsidiary into cash at Fair Market Value within 10 days after receipt shall be deemed to be cashcash for purposes of this provision. (b) If: (A) any liabilities (as shown on the Borrower’s all or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) a portion of the Borrower Net Cash Proceeds of any Asset Sale are not required to be applied to repay permanently any Senior Indebtedness or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured Senior Guarantor Indebtedness then outstanding as required by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingterms thereof, (B) any securities received by the Person making Company determines not to apply such Disposition from the purchaser that are converted by such Person into cash (Net Cash Proceeds to the extent permanent prepayment of the cash received) within 180 days following the closing of the applicable Dispositionsuch Senior Indebtedness or Senior Guarantor Indebtedness, or (C) if no such Senior Indebtedness or Senior Guarantor Indebtedness which requires prepayment is then outstanding (or such prepayment is waived), then the Company or a Restricted Subsidiary may within 365 days of the Asset Sale invest the Net Cash Proceeds in Replacement Assets. The amount of such Net Cash Proceeds not used to prepay Senior Indebtedness or Senior Guarantor Indebtedness or invested within 365 days of the Asset Sale as set forth in this paragraph constitutes "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds exceeds $10,000,000 or more, the Company will apply the Excess Proceeds to the repayment of the Securities and any Designated Non-Cash Consideration received by other Pari Passu Indebtedness outstanding with similar provisions requiring the Person making Company to make an offer to purchase such Disposition having Indebtedness with the proceeds from any Asset Sale as follows: (A) the Company will make an aggregate fair market value, taken together offer to purchase (an "Offer") from all holders of the Securities in accordance with all other Designated Non-Cash Consideration received pursuant to the procedures set forth in this Section 10.4(b) that is at that time outstanding, not Indenture in excess the maximum principal amount (expressed as a multiple of $100,000,000 with 1,000) of Securities that may be purchased out of an amount (the fair market value "Security Amount") equal to the product of each item such Excess Proceeds multiplied by a fraction, the numerator of Designated Non-Cash Consideration being measured at which is the time received outstanding principal amount of the Securities, and without giving effect the denominator of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Indebtedness (subject to subsequent changes proration in value the event such amount is less than the aggregate Offered Price (as defined herein) of all Securities tendered); and (ivB) any non-cash proceeds received are pledged to the Collateral Agent to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness, the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over the Security Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness. The offer price for the Securities will be payable in cash in an amount equal to 100% of the principal amount of the Securities plus accrued and unpaid interest, if any, to the date (the "Offer Date") such Offer is consummated (the "Offered Price"), in accordance with the procedures set forth herein. To the extent that the aggregate Offered Price of the Securities tendered pursuant to the Offer is less than the Security Amount relating to the tendered Securities or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis. Upon the completion of the purchase of all the Securities tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (d) If the Company becomes obligated to make an Offer pursuant to paragraph (c) above, the Securities and the Pari Passu Indebtedness shall be purchased by the Company, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under Section 9.12the Exchange Act. (e) The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer. (f) Subject to paragraph (e) above, within 30 days after the date on which the amount of Excess Proceeds equals or exceeds $10,000,000, the Company shall send or cause to be sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at his address appearing in the Security Register, a notice stating or including: (1) that the Holder has the right to require the Company to repurchase, subject to proration, such Holder's Securities at the Offered Price; (2) the Offer Date; (3) the instructions a Holder must follow in order to have his Securities purchased in accordance with paragraph (c) of this Section; (i) the Borrower most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q, as applicable, and any Current Report on Form 8-K of the Restricted Subsidiaries may make Dispositions Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Sales otherwise described in the Borrower offering materials (or corresponding successor reports) (or in the event the Company is not required to prepare any other Credit Party and of the foregoing Forms, the comparable information required pursuant to Section 1019), (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions description of material developments, if any, in the Company's business subsequent to the Borrower or any date of the latest of such reports, (iii) if material, appropriate pro forma financial information, and (iv) such other Subsidiaryinformation, provided that with respect if any, concerning the business of the Company which the Company in good faith believes will enable such Holders to any such Dispositions, such sale, transfer or disposition shall be for fair valuemake an informed investment decision regarding the Offer; (d5) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6Offered Price; (e6) the Borrower names and addresses of the Paying Agent and the Restricted Subsidiaries may lease, sublease, license offices or sublicense real, personal or intellectual property agencies referred to in the ordinary course of businessSection 1002; (f7) that Securities must be surrendered prior to the Offer Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 1002 to collect payment; (8) that any Securities not tendered will continue to accrue interest and that unless the Company defaults in the payment of the Offered Price, any Security accepted for payment pursuant to the Offer shall cease to accrue interest on and after the Offer Date; (9) the Borrower procedures for withdrawing a tender; and (10) that the Offered Price for any Security which has been properly tendered and not withdrawn and which has been accepted for payment pursuant to the Offer will be paid promptly following the Offered Date. (g) Holders electing to have Securities purchased hereunder will be required to surrender such Securities at the address specified in the notice prior to the Offer Date. Holders will be entitled to withdraw their election to have their Securities purchased pursuant to this Section 1012 if the Company receives, not later than one Business Day prior to the Offer Date, a telegram, telex, facsimile transmission or letter setting forth (1) the name of the Holder, (2) the certificate number of the Security in respect of which such notice of withdrawal is being submitted, (3) the principal amount of the Security (which shall be $1,000 or an integral multiple thereof) delivered for purchase by the Holder as to which his election is to be withdrawn, (4) a statement that such Holder is withdrawing his election to have such principal amount of such Security purchased, and (5) the principal amount, if any, of such Security (which shall be $1,000 or an integral multiple thereof) that remains subject to the original notice of the Offer and that has been or will be delivered for purchase by the Company. (h) The Company shall (i) not later than the Offer Date, accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) not later than 10:00 a.m. (New York time) on the Offer Date, deposit with the Trustee or with a Paying Agent an amount of money in same day funds (or New York Clearing House funds if such deposit is made prior to the Offer Date) sufficient to pay the aggregate Offered Price of all the Securities or portions thereof which are to be purchased on that date and (iii) not later than 10:00 a.m. (New York time) on the Offer Date, deliver to the Paying Agent an Officers' Certificate stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Offered Price of the Securities purchased from each such Holder, and the Restricted Subsidiaries may make Dispositions Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of property the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Paying Agent at the Company's expense to the Holder thereof. For purposes of this Section 1012, the Company shall choose a Paying Agent which shall not be the Company. Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by them for the payment of the Offered Price; provided, however, that (including like-kind exchangesx) to the extent that the aggregate amount of cash deposited by the Company with the Trustee in respect of an Offer exceeds the aggregate Offered Price of the Securities or portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (iy) unless otherwise directed by the Company in writing, promptly after the Business Day following the Offer Date the Trustee shall return any such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are applied excess to the purchase price of such replacement propertyCompany together with interest or dividends, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) to the extent required byif any, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;thereon. (i) Securities to be purchased shall, on the Borrower Offer Date, become due and payable at the Offered Price and from and after such date (unless the Company shall default in the payment of the Offered Price) such Securities shall cease to bear interest. Such Offered Price shall be paid to such Holder promptly following the later of the Offer Date and the Restricted Subsidiaries time of delivery of such Security to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner required. Upon surrender of any such Security for purchase in accordance with the foregoing provisions, such Security shall be paid by the Company at the Offered Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Offer Date shall be payable to the Person in whose name the Securities (or any Predecessor Securities) is registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 309; provided, further, that Securities to be purchased are subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Securities tendered for purchase, with such adjustments as may make Dispositions be appropriate by the Trustee so that only Securities in denominations of Investments $1,000 or integral multiples thereof, shall be purchased. If any Security tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the Trustee or a Paying Agent in Merchant Acquisition accordance with paragraph (h) above, the principal thereof (and Processing Alliances premium, if any, thereon) shall, until paid, bear interest from the Offer Date at the rate borne by such Security. Any Security that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (regardless with, if the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Security Registrar or the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, one or more new Securities of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt principal amount of the Net Cash Proceeds of such Casualty Event; (m) Security so surrendered that is not purchased. The Company shall publicly announce the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) results of the definition of “Net Cash Proceeds”; (p) Offer on or as soon as practicable after the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveOffer Date.

Limitation on Sale of Assets. (i) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) Person and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Borrower or the Restricted Subsidiaries) and (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of will not permit any Restricted Subsidiary’s Subsidiary to issue any Stock and Stock Equivalents, except thatexcept, in each case: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, business and (ii) Permitted Investments; (b) Restricted Subsidiaries may issue Stock and Stock Equivalents and the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any a Disposition of accounts receivable receivable, except in connection with the Disposition of any business to which such accounts receivable relate, for fair valuevalue in an aggregate amount pursuant to this clause (b), when aggregated with the amount of Permitted Sale Leaseback Transactions consummated pursuant to Section 10.4(h), not to exceed $6,600,000,000 in any five year period beginning on the Second Restatement Effective Date; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000100,000,000, the Person making such Disposition Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause clause (iiii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) and Section 10.4(c) that is at that time outstanding, shall not be in excess of the sum of (x) 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, plus (y) $100,000,000, 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, (ii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12, (iii) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions), the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such sale, transfer or disposition, with the covenant set forth in Section 10.8 for the most recently ended Test Period for which Section 9.1 Financials have been delivered, (iv) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2 and (v) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing; (c) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or to any Restricted Subsidiary, provided that with respect to any such Dispositions (w) from Credit Parties to Restricted Subsidiaries that are not Credit Parties (x) [reserved], (y) from 1993 Indenture Restricted Subsidiaries to the Borrower or any Restricted Subsidiary that is not a 1993 Indenture Restricted Subsidiary or (2z) not secured by the assets from Restricted Subsidiaries that are not Credit Parties or 1993 Indenture Restricted Subsidiaries to any Credit Party or 1993 Indenture Restricted Subsidiary (i) such sale, transfer or disposition shall be for fair value, (ii) with respect to any Disposition pursuant to this clause (c) for a purchase price in excess of $100,000,000, the subject Person making such Disposition shall receive not less than 75% of such Dispositionconsideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (ii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(c) and Section 10.4(b) that is at that time outstanding, shall not be in excess of the sum of (x) 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, plus (y) $100,000,000 100,000,000, 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 value, and (iviii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6 (including the making of any “dividend” (as defined in Section 10.6) by any Subsidiary); (e) Dispositions of accounts receivable and related assets of 1993 Indenture Restricted Subsidiaries to ABL Entities in connection with the ABL Facility; (f) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (fg) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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, in each case under Section 1031 of the Code or otherwise; (gh) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactionstransactions in an aggregate amount pursuant to this clause (h) when aggregated with the amount of Dispositions made pursuant to clause (b) above not to exceed $6,600,000,000; (hi) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) dispositions of Stock and Stock Equivalents of any Subsidiary or joint venture for fair market value to Facility Syndication Partners in connection with any Syndication; provided that the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt fair market value of the Net Cash Proceeds aggregate amount of such Casualty Event; Stock and Stock Equivalents disposed of pursuant to this clause (mk) the Borrower with respect to any individual Subsidiary (and the Restricted Subsidiaries may make Dispositions of accounts receivable not subsequently repurchased or other obligations owing to redeemed by the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (oSubsidiary) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary$10,000,000; and (ql) the Borrower and the Restricted Subsidiaries may make Dispositions A Disposition of any assets asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (pk) above.

Limitation on Sale of Assets. (a) The Borrower Company will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (i) convey, sell, lease, assign, transfer or otherwise dispose of make any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatAsset Sale unless: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and Company (or its Restricted Subsidiaries, as the Restricted Subsidiaries case may make Dispositions be) receives consideration at the time of such sale or other disposition at least equal to the Borrower fair market value thereof (as determined in good faith by the Company's Board of Directors and evidenced by a resolution of such Board, including a majority of the Company's Disinterested Directors, in the case of any Asset Sales or any other Credit Party and series of related Asset Sales having a fair market value of $20,000,000 or greater); (ii) (A) the consideration consists of cash, cash equivalents, Permitted Financial Investments or property, equipment, leasehold interests or other assets used in the Oil and Gas Business ("Permitted Consideration") or (B) the portion of the consideration that does not constitute Permitted Consideration, together with all other consideration received for Asset Sales since the Issue Date that does not constitute Permitted Consideration, has a fair market value of no more than 10% of ACNTA; and (iii) the Net Available Proceeds received by the Company (or its Restricted Subsidiaries, as the case may be) from such Asset Sale are applied in accordance with paragraphs (b) or (c) hereof. (b) The Company may apply such Net Available Proceeds within 365 days after receipt of Net Available Proceeds from any Restricted Subsidiary that Asset Sale, to: (i) the repayment of Indebtedness of the Company under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or optional redemption of the Existing Notes or the Securities; (ii) make an Investment in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company's oil and gas reserves. (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds of any Asset Sale shall not have been applied by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Asset Sale (such aggregate constituting "Excess Proceeds"), exceed $15,000,000, then the Company will be obligated to make an offer (the "Net Proceeds Offer") to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is not a Credit Party may make Dispositions required to be made concurrently with the Net Proceeds Offer having an aggregate principal amount equal to the Borrower or any Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal amount of the Securities and other SubsidiarySenior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased to the date of repurchase. Upon the completion of the Net Proceeds Offer, provided that with respect the amount of Excess Proceeds will be reset to any such Dispositions, such sale, transfer or disposition shall be for fair value;zero. (d) The Company shall commence a Net Proceeds Offer by preparing and mailing a notice to the Borrower Trustee, the Paying Agent and any Restricted Subsidiary may effect any transaction permitted by Section 10.3each Holder as of such record date as the Company shall establish (upon written notice to the Trustee). Notice of a Net Proceeds Offer to purchase the Securities will be made on behalf of the Company not less than 25 Business Days nor more than 60 Business Days before the payment date of the Net Proceeds Offer (the "Net Proceeds Payment Date"), 10.5 or 10.6; and shall set forth the Net Proceeds Offer Amount and the Net Proceeds Payment Date and refer to and summarize the material points contained in Sections 4.11(d) and (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) hereof. Securities tendered to the extent that Company pursuant to a Net Proceeds Offer will cease to accrue interest after the Net Proceeds Payment Date. For purposes of this covenant, the term "Net Proceeds Offer Amount" means the principal of outstanding Securities in an aggregate principal amount equal to any remaining Net Available Proceeds (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are applied rounded to the purchase price next lowest $1,000). If the Net Proceeds Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest payable on such interest payment date will be paid to the Person in whose name a Security is registered at the close of business on such replacement propertyrecord date, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property no additional interest will be payable to Holders who tender Securities pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveOffer.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents including pursuant to a Sale Leaseback and including any disposition of any other Person) and leasehold interestsproperty or assets to a Divided LLC pursuant to an LLC Division), whether now owned or hereafter acquired (each, a “Disposition”) (other than any such Disposition resulting from a Recovery Event), or (ii) sell to any Person (other than to the Borrower or a GuarantorRestricted Subsidiary) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Capital Stock, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer lease, assign, transfer, license, abandon, allow the expiration or lapse of, or otherwise dispose of Dispose of, the following: (i) inventoryobsolete, worn-out, damaged, uneconomic, no longer commercially desirable, used or surplus assets, rights and properties and other assets, rights and properties that are held for sale or no longer used, useful or necessary for the operation of the Borrower’s and its Subsidiaries’ business, (ii) inventory, equipment, vehicles service agreements, product sales, securities and goods held for sale or other immaterial assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, (iii) cash, Cash Equivalents and Investment Grade Securities in the ordinary course of business, (iv) books of business, client lists or related goodwill in connection with the departure of related employees or producers in the ordinary course of business and (iiv) Permitted Investmentsany such other assets or Capital Stock to the extent that the aggregate Fair Market Value of such assets sold in any single transaction or series of related transactions does not exceed the greater of (x) $5,000,000 and (y) 3.125% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Internal Financial Statements most recently available on or prior to such date; (b) the Borrower and the Restricted Subsidiaries may (i) enter into non-exclusive licenses, sublicenses or cross-licenses of Intellectual Property including in connection with a research and development agreement in which the other party receives a license to Intellectual Property that results from such agreement, (ii) exclusively license, sublicense or cross-license Intellectual Property if done in the ordinary course of business or consistent with past practice of the Borrower and its Restricted Subsidiaries, (iii) Dispose of Intellectual Property under a research and development agreement in which the other party receives a license to Intellectual Property that results from such agreement and (iv) assign, lease, sublease, license or sublicense any real or personal property or terminate or allow to lapse any such assignment, lease, sublease, license or sublicense, other than any Intellectual Property, but including in connection with the closure or discontinuation of operations at any Grocery Store, in the ordinary course of business or consistent with past practice; (c) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose Dispose of other assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, Fair Market Value; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (bSection 10.4(c) for a purchase price in excess of the greater of (x) $10,000,00024,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Internal Financial Statements most recently available on or prior to such date, the Person making such Disposition shall receive not less than 75% of the aggregate consideration therefor from such consideration Disposition, together with all other Dispositions made since the Closing Date under this Section 10.4(c) (on a cumulative basis), received by the Borrower and its Restricted Subsidiaries shall be in the form of cash or Permitted InvestmentsCash Equivalents; provided that that, for the purposes of determining what constitutes cash under this subclause clause (iii) the following shall be deemed to be cash: i), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes theretothereto or if accrued or incurred subsequent to the date of such balance sheets, such liabilities would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto as if such accrual or incurrence 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 (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionObligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingwriting shall be deemed to be cash or Cash Equivalents, (B) any securities securities, notes or other obligations received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person 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 shall be deemed to be cash or Cash Equivalents and (C) any Designated Non-Cash Consideration received by the Person making Borrower or such Restricted Subsidiary in respect of the applicable Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (C) that is outstanding at that the time outstandingsuch Designated Non-Cash Consideration is received, not in excess of the greater of (x) $100,000,000 20,000,000 and (y) 12.50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Internal Financial Statements most recently available on or prior to such date, with the fair market value 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 value, shall be deemed to be cash or Cash Equivalents, (ivii) any non-cash proceeds received in the form of Indebtedness or Capital Stock are pledged to the Collateral Agent to the extent required under Section 9.129.11, and (iii) to the extent applicable, the Net Cash Proceeds thereof are promptly offered to prepay the Term Loans to the extent required by Section 5.2(a)(i); (id) the Borrower and the Restricted Subsidiaries may (i) Dispose of, discount, forgive or write off accounts receivable, notes receivable or other current assets in the ordinary course of business or convert accounts receivable to notes receivable or make other Dispositions to of accounts receivable in connection with the Borrower compromise or any other Credit Party collection thereof and (ii) sell or transfer accounts receivable so long as the Net Cash Proceeds of any Restricted Subsidiary that is not a Credit Party may make Dispositions sale or transfer pursuant to this clause (ii) are offered to prepay the Borrower or any other Subsidiary, provided that with respect Term Loans pursuant to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.65.2(a)(i); (e) the Borrower and the Restricted Subsidiaries may leaseDispose of properties, subleaserights or assets (including the Disposition or issuance of Capital Stock) to the Borrower or to a Restricted Subsidiary; provided that, license if the transferor of such property, right or sublicense realasset is the Borrower or a Subsidiary Guarantor and the transferee thereof is a Restricted Subsidiary that is not a Subsidiary Guarantor, personal or intellectual property in then the ordinary course Indebtedness of businesssuch transferor assumed by such transferee shall be deemed an Incurrence of Indebtedness upon completion of such transaction and such transaction shall be permitted only if such Incurrence is permitted under Section 10.1 (without giving effect to Section 10.1(j)); (f) the Borrower and the Restricted Subsidiaries may make Dispositions Dispose of property (including like-kind exchanges) 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, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions sell, transfer and otherwise Dispose of property Investments in Joint Ventures to the extent required by, or made pursuant to Permitted Sale Leaseback transactionscustomary buy/sell arrangements between, the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures effect any transaction permitted by Section 10.3, 10.5 or 10.6 and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) may create, incur, assume or suffer 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 arrangementsexist Liens permitted by Section 10.2; (i) the Borrower and the Restricted Subsidiaries Subsidiary may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating transfer property subject to Recovery Events, including foreclosures, condemnation, expropriation, forced disposition, eminent domain or any equity reallocation in connection similar action with an asset or equity contributionrespect to assets; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 and Dispositions of (i) non-core or obsolete assets acquired in connection with Acquisitions or other Investments that are not used or useful in, or are surplus to, the business of the Borrower and the Restricted Subsidiaries, (ii) other assets acquired in connection with Acquisitions or other Investments permitted under this Agreement for Fair Market Value; provided that any such Dispositions referred to in this clause (ii) shall be made or contractually committed to be made within 365 days of the Original Credit date such assets were acquired by the Borrower or such Restricted Subsidiary or (iii) 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 under this Agreement; (k) the Borrower and the Restricted Subsidiaries may unwind or terminate any Hedging Agreement (“Scheduled Dispositions”)or Cash Management Agreement and allow for the expiration of any options agreement with respect to any Real Property or personal property; (l) transfers the Borrower and the Restricted Subsidiaries may make Dispositions of property subject to a Casualty Event upon receipt residential Real Property and related assets in connection with relocation activities for officers, managers, consultants, directors, employees or independent contractors (or their Immediate Family Members) of Holdings (or any Parent Entity thereof or any Equityholding Vehicle), the Net Cash Proceeds of such Casualty EventBorrower and the Restricted Subsidiaries; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing issue directors’ qualifying shares and shares issued to the Borrower or any Restricted Subsidiary foreign nationals, in connection with the collection, compromise or realization thereofeach case as required by Applicable Laws; (n) the Borrower and the Restricted Subsidiaries may effect enter into any netting arrangement of accounts receivable between or among the unwinding Borrower and its Restricted Subsidiaries or among Restricted Subsidiaries of any Hedge Agreementthe Borrower made in the ordinary course of business; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with allow the Disposition of any business lapse of, abandon, cancel or cease to which such accounts receivable relate), for fair value maintain or cease to the extent enforce Intellectual Property rights that are no longer (i) used, useful or necessary for the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% on-going business of Consolidated Total Assets since the Original Closing Date Borrower and its Restricted Subsidiaries, (ii) economically practicable or commercially reasonable to maintain or (iii) in the Net Cash Proceeds best interest of all Dispositions made pursuant to this clause (o) are promptly applied to or material for the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) operation of the definition Borrower’s and the Restricted Subsidiaries’ businesses (including by allowing any registrations or any applications for registration thereof to lapse), in each case in the ordinary course of “Net Cash Proceeds”business or consistent with past practice in the reasonable business judgment of the Borrower; (p) the Borrower and any the Restricted Subsidiaries may sellsurrender, transfer terminate or otherwise dispose waive any contract rights or surrender, waive, settle, modify, compromise or release any contract rights, litigation claims or any other claims of any Foreign Subsidiary to any other Foreign Subsidiary; andkind (including in tort) in the ordinary course of business; (q) the Borrower and the Restricted Subsidiaries may make Dispositions or issuances of any assets between the Capital Stock in, Indebtedness of, or among other securities issued by, an Unrestricted Subsidiary; (r) the Borrower and/or its and the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise may effect Sale Leasebacks; (s) the Borrower may issue Qualified Capital Stock and, to the extent permitted pursuant to clauses (a) through (p) above.by Section 10.1,

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) the Borrower and or such Restricted Subsidiary, as the Restricted Subsidiaries case may sellbe, transfer receives consideration at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each of the foregoing, have a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price Fair Market Value in excess of $10,000,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by the Borrower or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted 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) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash Loans or any guarantee of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that (A) are assumed by the transferee of any such assets or (B) are otherwise cancelled, extinguished or terminated in connection with respect the transactions relating to such Asset Sale and, in the applicable Disposition and case of clause (A) only, for which the Borrower and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that is of any Person that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower and all Restricted Subsidiaries have been validly released from any guarantee of payment of such Indebtedness in connection with such Asset Sale; (Civ) consideration consisting of Indebtedness of any Credit Party (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not Restricted Subsidiaries; and (v) any Designated Non-Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (v) that is at that time outstanding, not in excess to exceed the greater of $100,000,000 7,500,000 and 14.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) and (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any for no other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect purpose. An amount equal to any such Dispositions, such sale, transfer or disposition Net Cash Proceeds of any Asset Sale permitted by this Section 10.4 shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement propertyprepay Term Loans, Permitted Other Indebtedness and other Indebtedness in each case under Section 1031 of the Code or otherwise; (g) the Borrower accordance with, and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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;Section 5.2(a)(i). (ic) Pending the Borrower and the Restricted Subsidiaries may make Dispositions final application of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating an amount equal to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or from any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions Asset Sale made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since Section 10.4, the Original Closing Date and (ii) Borrower or the applicable Restricted Subsidiary may apply such Net Cash Proceeds of all Dispositions made pursuant temporarily to this clause (o) are promptly applied to reduce Indebtedness outstanding under the prepayment of Term Loans as provided in Section 5.2 without giving effect to Revolving Credit Facility, the ABL Credit Facility or any reinvestment rights under clause (iv) of the definition of “other revolving credit facility or otherwise invest such Net Cash Proceeds”; (p) the Borrower and Proceeds in any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) Holdings or such Restricted Subsidiary, as the Borrower and case may be, receives consideration at the Restricted Subsidiaries may sell, transfer time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each of the foregoing, have a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price Fair Market Value in excess of $10,000,00012,000,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by Holdings or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted Subsidiary’s Holdings’ 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 Holdings’ 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 Holdings) of the Borrower or such Restricted SubsidiaryHoldings, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower Holdings and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Holdings or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by Holdings or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and (Civ) any Designated Non-Cash Consideration received by the Person making Holdings or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (iv) that is at that time outstanding, not in excess to exceed the greater of $100,000,000 96,000,000 or 7.2% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) of this provision and (iv) any non-cash proceeds received are pledged to for no other purpose. Within the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower Reinvestment Period after Holdings’ or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, Holdings or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (mi) to prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i); and/or (ii) to make investments in the Borrower and its Subsidiaries; provided that Holdings and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to the Borrower or any Restricted Subsidiary in connection have complied with the collection, compromise or realization thereof; this clause (nii) the Borrower if and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that, within the Reinvestment Period after the Asset Sale that (i) generated the aggregate consideration for all Dispositions made pursuant Net Cash Proceeds, Holdings or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment described in this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, Holdings or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (c) Pending the final application of all Dispositions made any Net Cash Proceeds pursuant to this clause (o) are promptly applied to covenant, Holdings or the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “applicable Restricted Subsidiary may apply such Net Cash Proceeds”; (p) the Borrower and Proceeds temporarily to reduce Indebtedness outstanding under or any Restricted Subsidiaries may sell, transfer revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (i) conveyconsummate, selldirectly or indirectly, leasean Asset Sale, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) Holdings or such Restricted Subsidiary, as the Borrower and case may be, receives consideration at the Restricted Subsidiaries may sell, transfer time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition case of any business to which such accounts receivable relatea Permitted Asset Swap, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than least 75% of the consideration therefor received by Holdings or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted Subsidiary’s Holdings’ 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 Holdings’ 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 Holdings) of the Borrower or such Restricted SubsidiaryHoldings, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower Holdings and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Holdings or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by Holdings or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of the applicable Disposition, such Asset Sale; and (Ciii) any Designated Non-Cash Consideration received by the Person making Holdings or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (iii) that is at that time outstanding, not in excess to exceed 6.00% of $100,000,000 Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) of this provision and (iv) any non-cash proceeds received are pledged to for no other purpose. Within the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower Reinvestment Period after Holdings’ or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, Holdings or such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) apply the Net Cash Proceeds from such Asset Sale (x) to prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i) and/or (y) to make investments in Holdings and its Subsidiaries; provided that Holdings and its Restricted Subsidiaries will be deemed to have complied with this clause (b) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Proceeds, Holdings or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of all Dispositions made such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, Holdings or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (c) Pending the final application of any Net Cash Proceeds pursuant to this clause (o) are promptly applied to covenant, Holdings or the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “applicable Restricted Subsidiary may apply such Net Cash Proceeds”; (p) Proceeds temporarily to reduce Indebtedness outstanding under the Borrower and Revolving Credit Facility or any Restricted Subsidiaries may sell, transfer other revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than to the Borrower or a Subsidiary Guarantor) any shares owned by it of the Borrower’s or any Restricted Subsidiary’s Stock and Stock EquivalentsEquivalents (each of the foregoing a “Disposition”), except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventoryobsolete, used worn-out, scrap, used, or surplus equipmentor mothballed equipment (including any such equipment that has been refurbished in contemplation of such disposition), vehicles and other assets to the extent such assets are not necessary for the operation of the Borrower’s and the Restricted Subsidiaries’ business, (including Merchant Agreements and Settlement Assetsii) inventory or goods (or other assets) held for sale in the ordinary course of business, (iii) cash and Permitted Investments and (iiiv) Permitted Investmentsassets for the purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and the Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose make Dispositions of assets (each of the foregoing, a “Disposition”)assets, excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, ; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.25.2(a)(i), (ii) at the time the definitive agreement for after giving effect to any such Disposition is entered intoDisposition, no Default or Event of Default shall have occurred and be continuing, (iii) the aggregate consideration for all Dispositions made in reliance on this Section 10.4(b), when aggregated with the amount of Permitted Sale Leaseback transactions consummated pursuant to Section 10.4(g), shall not exceed at any time 10% of Consolidated Total Assets (determined at the time of each Disposition) for all such transactions consummated after the Closing Date, (iv) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,00050,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iiiiv) the following shall be deemed to be cash: cash (“Deemed Cash”): (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and (ivv) any non-cash proceeds received in the form of Real Estate, Indebtedness or Stock and Stock Equivalents are pledged to the Collateral Agent to the extent required under Section 9.129.12 or 9.14; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, Subsidiary of the Borrower; provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the any Restricted Subsidiaries Subsidiary may lease, sublease, license (only on a non-exclusive basis with respect to any intellectual property) or sublicense (only on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactionstransactions in an aggregate amount pursuant to this Section 10.4(g), when aggregated with the amount of Dispositions made pursuant to Section 10.4(b), not to exceed the limitations set forth in Section 10.4(b); (h) the Borrower and the Restricted Subsidiaries may make Dispositions of (i) Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements or put/call arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements or (ii) to joint ventures in connection with the dissolution or termination of a joint venture to the extent required pursuant to joint venture and similar arrangements; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions Receivables Facility Assets in connection with any Permitted Receivables Financing; provided that to the extent that any new Participating Receivables Grantor is added to any Permitted Receivables Financing after the Closing Date, the Net Cash Proceeds of any Dispositions of Receivables Facility Assets by such new Participating Receivables Grantor must be promptly applied to the prepayment of the Term Loans as provided for in Section 5.2(a)(i) without giving effect to any reinvestment rights under the definition of “Net Cash Proceeds”; provided, further, that no Net Cash Proceeds shall be required to be used to prepay the Term Loans pursuant to Section 5.2(a)(i) to the extent that any new Participating Receivables Grantor replaces (by merger or otherwise) any existing Participating Receivables Grantor and at the time of such replacement, the volume of Receivables Facility Assets sold into any Permitted Receivables Financing does not increase as a result of such replacement; (kj) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (lk) transfers of property subject to a Casualty Recovery Event or in connection with any condemnation proceeding upon receipt of the Net Cash Proceeds of such Casualty EventRecovery Event or condemnation proceeding; (l) Dispositions of accounts receivable in connection with the collection or compromise thereof; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all such Dispositions consummated after the Closing Date, when combined with all Dispositions made pursuant to this clause (o) shall Section 10.4(b), does not exceed 15% of Consolidated Total Assets since (determined at the Original Closing Date and time of each Disposition), (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) any such Disposition are promptly applied to the prepayment of Term Loans as provided in Section 5.2 5.2(a)(i) without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; provided that, in the case of a Disposition of a Baseload As set pursuant to this Section 10.4(m), the Borrower shall be permitted to reinvest the Net Cash Proceeds received in such Disposition in other Baseload Assets within the reinvestment periods set forth in the definition of “Net Cash Proceeds”, (iii) after giving effect to any such Disposition, no Default or Event of Default shall have occurred and be continuing, (iv) with respect to any Disposition pursuant to this Section 10.4(m) for a purchase price in excess of $50,000,000, the Person making such Disposition shall, subject to the parenthetical below, receive not less than 75% of such consideration in the form of cash or Permitted Investments (or, to the extent that less than 75% of such consideration is in the form of cash or Permitted Investments, the Borrower shall apply the amount of such difference to the prepayment of Term Loans as provided in clause (ii) above); provided that for the purposes of this subclause (iv), Deemed Cash shall be deemed to be cash and (v) any non-cash proceeds received in the form of Real Estate, Indebtedness or Stock and Stock Equivalents are pledged to the Collateral Agent to the extent required under Section 9.12 or 9.14; (n) [Reserved]; (o) Dispositions of power, capacity, heat rate, renewable energy credits, waste by-products, energy, electricity, coal and lignite, oil and other petroleum-based liquids, emissions and other environmental credits, ancillary services, fuel (including all forms of nuclear fuel and natural gas) and other related assets or products of services, including assets related to trading activities or the sale of inventory or contracts related to any of the foregoing, in each case in the ordinary course of business; (p) the Borrower and any Restricted Subsidiaries may sellexecution of (or amendment to), transfer settlement of or otherwise dispose unwinding of any Foreign Subsidiary Hedging Agreement; (q) any Disposition of mineral rights, other than mineral rights in respect of coal or lignite; (r) any Disposition of any real property that is (i) primarily used or intended to be used for mining which has either been reclaimed, or has not been used for mining in a manner which requires reclamation, and in either case has been determined by the Borrower not to be necessary for use for mining, (ii) used as buffer land, but no longer serves such purpose, or its use is restricted such that it will continue to be buffer land, or (iii) was acquired in connection with power generation facilities, but has been determined by the Borrower to no longer be commercially suitable for such purpose; (s) any other Foreign SubsidiaryDisposition of any assets required by any Government Authority; (t) any Disposition of assets in connection with salvage activities; and (qu) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets asset between or among the Borrower and/or its any Restricted Subsidiaries Subsidiary as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (pt) above; provided that after giving effect to any such Disposition, to the extent the assets subject to such Dispositions constituted Collateral, such assets shall remain subject to, or be rejoined to, the Lien of the Security Documents.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, transfer farm-out, transfer, liquidate or otherwise dispose dispose, or otherwise agree to do any of the foregoing (each of the foregoing, including any such agreement to do the foregoing, a “Disposition”), of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) Hedge Agreements and leasehold interests), whether now owned or hereafter acquired or (iiy) sell or transfer, or agree to sell or transfer, to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose Dispose of (i) inventoryinventory and other goods held for sale, including the sale of Hydrocarbons and Dispositions of obsolete, worn out, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assetsother than accounts receivable) in the ordinary course of businessbusiness (including equipment that is no longer necessary for the business of the Borrower or its Restricted Subsidiaries or is replaced by equipment of at least comparable value and use), and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sellDispose of any Oil and Gas Properties or any interest therein or the Equity Interests of any Restricted Subsidiary or of any Minority Investment owning Oil and Gas Properties (and including, transfer or otherwise dispose but without limitation, Dispositions in respect of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except Production Payments and Reserve Sales and in connection with net profits interests, operating agreements, farm-ins, joint exploration and development agreements and other agreements customary in the oil and gas industry for the purpose of developing such Oil and Gas Properties); provided that such Disposition is for Fair Market Value; provided, further, that if such Disposition involves Borrowing Base Properties or Equity Interests of any business Restricted Subsidiary or Minority Investment owning Borrowing Base Properties, then no later than two Business Days before the date of consummation of any such Disposition, the Borrower shall provide notice to which the Administrative Agent of such accounts receivable relateDisposition and the Borrowing Base shall be adjusted in accordance with the provisions of Section 2.14(e) (if applicable) upon the closing thereof; provided, for fair valuefurther, provided that (i) to the extent required, that the Net Cash Proceeds thereof Borrower is notified by the Administrative Agent that a Borrowing Base Deficiency could result from an adjustment to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of Borrowing Base resulting from such Disposition, that are assumed by upon the transferee with respect to the applicable Disposition and for which consummation of such Disposition(s), the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingreceived net cash proceeds, (B) or shall have cash on hand, sufficient to eliminate any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12potential Borrowing Base Deficiency; (ic) the Borrower and the Restricted Subsidiaries may make Dispositions Dispose of property or assets to the Borrower or any other to a Restricted Subsidiary; provided that if the transferor of such property is a Credit Party, either (i) the transferee thereof must either be a Credit Party and or (ii) any Restricted Subsidiary that such transaction is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair valuepermitted under Section 10.5; (d) the Borrower and any Restricted Subsidiary may effect affect any transaction permitted by Section 10.2 or 10.3, 10.5 or 10.6; (e) If no Default is then continuing, Dispositions (including like-kind exchanges) of property (other than Borrowing Base Properties) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property having the same reserve classification, where applicable, or (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property having the same reserve classification, where applicable, in each case under Section 1031 of the Code or otherwise; (f) If no Default is then continuing, Dispositions of Hydrocarbon Interests to which no Proved Reserves are attributable; (g) transfers of property (i) subject to a Casualty Event or in connection with any condemnation proceeding with respect to Collateral; provided that the net cash proceeds of such Casualty Event or condemnation proceeding, if any, are received by the Borrower or a Guarantor or (ii) in connection with any Casualty Event or any condemnation proceeding, in each case with respect to property that does not constitute Collateral; (h) Dispositions of accounts receivable (i) in connection with the collection or compromise thereof or (ii) to the extent the proceeds thereof are used to prepay any Loans then outstanding; (i) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; provided that, with respect to intellectual property, the Borrower or any of its Restricted Subsidiaries receives (or retains) a license or other ownership rights to use such intellectual property; (fj) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) of property (other than Borrowing Base Properties) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower Farm-Out Agreements with respect to undeveloped acreage to which no Proved Reserves are attributable and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”)assignments in connection with such Farm-Out Agreements; (l) transfers the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial intellectual property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event;rights. (m) the Borrower and the Restricted Subsidiaries may make Dispositions Liquidation of accounts receivable or other obligations owing any Hedge Agreement (subject to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereofterms of Section 2.14(e)); (n) the Borrower Dispositions of Oil and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement;Gas Properties that are not Borrowing Base Properties (excluding Farmout Agreements and assignments in connection with Farmout Agreements); and (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the If no Default is then continuing, Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with an Investment otherwise permitted pursuant to Section 10.5 or a Disposition otherwise permitted pursuant to clauses (a) through (pn) above. To the extent any Collateral is Disposed of as expressly permitted by this Section 10.4 to any Person other than a Credit Party, such Collateral shall be sold free and clear of the Liens created by the Credit Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing at Borrower’s sole cost and expense.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentscapital stock, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles vehicles, inventory and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of other assets (each of the foregoing, a “Disposition”), excluding any Disposition of other than accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, receivable) for fair value, provided that (i) to the extent requiredaggregate amount of such sales, the Net Cash Proceeds thereof to transfers and disposals by the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans Subsidiaries, taken as provided for in Section 5.2a whole, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price shall not exceed in the aggregate $150,000,000, (ii) any consideration in excess of $10,000,0005,000,000 received by the Borrower or any Guarantor in connection with such sales, transfers and other dispositions of assets pursuant to this clause (b) that is in the Person making form of Indebtedness shall be pledged to the Administrative Agent pursuant to Section 9.12, (iii) the consideration received for any such Disposition sales, transfers and disposals shall receive consist of not less than 75% of such consideration in the form of cash or Permitted Investmentsconsideration; provided that for the purposes of this subclause clause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted SubsidiarySubsidiary assumed by the transferee with respect to the applicable sale, transfer or disposal, as to which the Borrower and all of the Restricted Subsidiaries shall have been released by all applicable creditors in writing, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) in the case of a sale by the Borrower or a Subsidiary Guarantor, not secured by the assets that are the subject of such Dispositionsale, that are assumed by the transferee with respect to the applicable Disposition transfer or disposal and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition sale, transfer or disposal from the purchaser transferee that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Dispositionsale, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 transfer or disposal and (iv) after giving effect to any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12such sale, transfer or disposition, no Default shall have occurred and be continuing; (ic) the Borrower and the Restricted Subsidiaries may make Dispositions sales of assets to the Borrower or to any other Credit Party and (ii) Restricted Subsidiary, provided that no sale of any assets by the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition Subsidiary Guarantor shall be for fair valuepermitted pursuant to this clause (c); (d) the Borrower (i) mergers, liquidations and any Restricted Subsidiary may effect any transaction transfers of all or substantially all assets permitted by Section 10.3, (ii) Investments permitted by Section 10.5 or and (iii) Restricted Payments permitted by Section 10.6, in each case, shall be permitted; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property sell without recourse Accounts arising in the ordinary course of businessbusiness in connection with the compromise, settlement, collection thereof or conversion of Accounts to notes receivable; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement propertysales, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) to the extent required bytransfers, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable assignments or other obligations owing to dispositions resulting from any casualty or condemnation of any assets of the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof;of its Subsidiaries; and (ng) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) above.

Limitation on Sale of Assets. The Borrower will notSo long as no Default or Event of Default has occurred and is continuing or would result therefrom (unless the Permitted Sale Asset is the sub- ject of a binding written contract of sale with an unaffiliated third party entered into prior to the first date on which the applicable Default or Event of Default occurred)), and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentsacquired, except that:the following ("Permitted Sale Assets"): (a) the Borrower and the Restricted Subsidiaries may sell, transfer raw land; (b) homes or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) homesites in the ordinary course of its business, and (ii) Permitted Investments; (bc) the Borrower and the Restricted Subsidiaries may sell, transfer obsolete or otherwise dispose worn out property disposed of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (fd) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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 arrangementsCommercial Real Estate; (i) the Borrower and sale or discount without recourse of Commercial Receivables or Homesite Contract Receivables in the Restricted Subsidiaries may make Dispositions ordinary course of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date business; and (ii) during the Net Cash Proceeds period com- mencing on October 1, 1996 and ending on December 31, 1997, the sale or discount with recourse of all Dispositions made pursuant Commercial Receivables relat- ing solely to this clause (o) are promptly applied homesites located in Tennessee in an aggregate amount not to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”exceed $8,000,000; (pf) dispositions on or after October 1, 1996 not otherwise permitted hereunder the Borrower and proceeds of which, in the aggregate, do not exceed $2,000,000 in any Restricted Subsidiaries may sell, transfer 12-month period; (g) sales or otherwise dispose other transfers of any Foreign Subsidiary to any other Foreign Subsidiarypartnership interests or joint venture interests in entities that are not wholly owned, collectively, by the Company and its Subsidiar- ies; and (qh) transactions permitted under Section 7.5. Upon any permitted sale as aforesaid, Collateral Agent shall execute releases of Collateral Agent's Lien upon the Borrower Collateral included in any such sale; provided that there exists no De- fault or Event of Default hereunder and no Default or Event of Default would result therefrom; and provided further, that Col- lateral Agent's Lien shall continue against the Restricted Subsidiaries proceeds of such sale, as evidenced by any and all documents and filings as may make Dispositions of any assets between or among be required by the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveObligee.

Limitation on Sale of Assets. The (a) During a Borrowing Base Trigger Period, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (ai) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose Dispose of (i) inventoryinventory and other goods held for sale, including Hydrocarbons, obsolete, worn out, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assetsother than accounts receivable) in the ordinary course of businessbusiness (including equipment that is no longer necessary for the business of the Borrower or its Restricted Subsidiaries or is replaced by equipment of at least comparable value and use), and (ii) Permitted Investments, and (iii) assets for the purposes of community and public outreach, including, without limitation, charitable contributions and similar gifts, funding of or participation in trade, business and technical associations, and political contributions made in accordance with applicable Requirements of Law, to the extent such assets are not material to the ability of the Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course; (bii) the Borrower and the Restricted Subsidiaries may sellDispose of any Oil and Gas Properties or any interest therein or the Stock or Stock Equivalents of any Restricted Subsidiary owning Oil and Gas Properties (and including, transfer or otherwise dispose but without limitation, Dispositions pursuant to the OPC Related Transactions, Dispositions in respect of assets (each of the foregoingProduction Payments, a “Disposition”)Royalty Trusts, excluding any Disposition of accounts receivable except sale leaseback transactions and in connection with net profits interests, operating agreements, farm-ins, joint exploration and development agreements and other agreements customary in the oil and gas industry for the purpose of developing such Oil and Gas Properties); provided that such Disposition is for Fair Market Value; provided, further, that if such Disposition of Oil and Gas Properties or of any business to which Stock or Stock Equivalents of any Restricted Subsidiary owning Oil and Gas Properties involves Borrowing Base Properties included in the most recently delivered Reserve Report and the aggregate PV-9 (calculated at the time of such accounts receivable relateDisposition) of all such Borrowing Base Properties Disposed, for fair valuewhen aggregated with the Hedge PV (as calculated at the time of any such termination or creation of off-setting positions) of terminated and/or offsetting positions (after taking into account any other Hedge Agreement, provided that executed contemporaneously with the taking of such actions), since the later of (i) the last Scheduled Redetermination Date and (ii) the last adjustment of the Borrowing Base made pursuant to Section 2.14(e) exceeds 10% of the then-effective Borrowing Base, then no later than two Business Days’ after the date of consummation of any such Disposition, the Borrower shall provide notice to the Administrative Agent of such Disposition and the Borrowing Base Properties so Disposed and the Borrowing Base shall be adjusted in accordance with the provisions of Section 2.14(e); provided, further, that to the extent required, that the Net Cash Proceeds thereof Borrower is notified by the Administrative Agent that a Borrowing Base Deficiency could result from an adjustment to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of Borrowing Base resulting from such Disposition, that are assumed by after the transferee with respect to the applicable Disposition and for which consummation of such Disposition(s), the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingreceived net cash proceeds, (B) or shall have cash on hand, sufficient to eliminate any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12potential Borrowing Base Deficiency; (iiii) the Borrower and the Restricted Subsidiaries may make Dispositions Dispose of property or assets to the Borrower or any other to a Restricted Subsidiary; provided that if the transferor of such property is a Credit Party and (i) the transferee thereof must either be a Credit Party or (ii) any Restricted Subsidiary that such transaction is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair valuepermitted under Section 11.5; (div) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.311.3, 10.5 11.5 or 10.611.6; (ev) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (fvi) the Borrower and the Restricted Subsidiaries may make Dispositions of property constituting like-kind exchanges (including reverse like-kind exchanges) of Borrowing Base Properties 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise, and (iii) after giving effect to such Disposition, the difference between (x) the Borrowing Base in effect immediately prior to such Disposition minus (y) the PV-9 (calculated at the time of such Disposition) of the Borrowing Base Properties Disposed of since the later of (i) the last Scheduled Redetermination Date and (ii) the last adjustment of the Borrowing Base made pursuant to Section 2.14(e) exceeds the Revolving Loan Limit in effect immediately prior to such Disposition; (gvii) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant Hydrocarbon Interests to Permitted Sale Leaseback transactionswhich no Proved Reserves are attributable and farm-outs of undeveloped acreage to which no Proved Reserves are attributable and assignments in connection with such farm-outs; (hviii) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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 arrangementsarrangements to the extent the same would be permitted under Section 11.5(b)(viii); (iix) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement 11.4 (“Scheduled Dispositions”); (lx) transfers of property subject to a (i) Casualty Event or in connection with any condemnation proceeding with respect to Collateral upon receipt of the Net Cash Proceeds net cash proceeds of such Casualty EventEvent or condemnation proceeding or (ii) in connection with any Casualty Event or any condemnation proceeding, in each case with respect to property that does not constitute Collateral; (mxi) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary (i) in connection with the collection, collection or compromise thereof or realization thereof(ii) to the extent the proceeds thereof are used to prepay any Loans then outstanding; (nxii) the Borrower and the Restricted Subsidiaries may effect the unwinding unwinding, terminating and/or offsetting of any Hedge Agreement (subject to the terms of Section 2.14(e)); provided, that if the Hedge PV of the unwound, terminated and/or offsetting positions (as calculated at the time of any such unwind, termination or creation of off-setting positions, after taking into account any other Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection , executed contemporaneously with the Disposition taking of any business to which such accounts receivable relate)actions) when aggregated with the aggregate PV-9 of all Borrowing Base Properties Disposed (calculated at the time of such Disposition) included in the most recently delivered Reserve Report, for fair value to since the extent that later of (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing last Scheduled Redetermination Date and (ii) the Net Cash Proceeds last adjustment of all Dispositions the Borrowing Base made pursuant to this clause (o) are promptly applied Section 2.14(e), exceeds 10% of the then-effective Borrowing Base, then no later than two Business Days’ after the date of consummation of any unwinding, terminating and/or offsetting of any Hedge Agreement, the Borrower shall provide notice to the prepayment Administrative Agent of Term Loans as provided such unwinding, terminating and/or offsetting of any Hedge Agreement and the Borrowing Base shall be adjusted in accordance with the provisions of Section 5.2 without giving effect 2.14(e); provided, further, that to the extent that the Borrower is notified by the Administrative Agent that a Borrowing Base Deficiency could result from an adjustment to the Borrowing Base resulting from such unwinding, terminating and/or offsetting of any reinvestment rights under clause (iv) Hedge Agreement, after the consummation of such unwinding, terminating and/or offsetting of any Hedge Agreement, the definition of “Net Cash Proceeds”Borrower shall have received net cash proceeds, or shall have cash on hand, sufficient to eliminate any such potential Borrowing Base Deficiency; (pxiii) Dispositions of Oil and Gas Properties and other assets not included in the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign SubsidiaryBorrowing Base; and (qxiv) the Borrower and the Restricted Subsidiaries may make Dispositions Disposition of any assets asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (ai) through (pxiii) above. (b) On any date during an Investment Grade Period, the Borrower will not, and will not permit any of the Restricted Subsidiaries to, make any Disposition, unless after giving pro forma effect to such Disposition (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower shall be in compliance with the Financial Performance Covenants on a pro forma basis after giving effect to such Disposition, as such covenants are recomputed as at the last day of the most recently ended Test Period as if such Disposition had occurred on the first day of such Test Period.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer transfer, license or otherwise dispose of any of its property, business or assets (including receivables, Stock receivables and Stock Equivalents of any other Person) and leasehold interestsincluding pursuant to a Sale Leaseback), whether now owned or hereafter acquired (each, a “Disposition”) (other than any such Disposition resulting from a Recovery Event), or (ii) sell to any Person (other than to the Borrower or a GuarantorRestricted Subsidiary) any shares owned by it of any of their respective Restricted Subsidiary’s Stock and Stock EquivalentsSubsidiaries’ Capital Stock, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer lease, assign, transfer, license, abandon, allow the expiration or lapse of, or otherwise dispose of Dispose of, the following: (i) inventoryobsolete, worn-out, damaged, uneconomic, no longer commercially desirable, used or surplus assets, rights and properties and other assets, rights and properties that are held for sale or no longer used, useful or necessary for the operation of the Borrower’s and its Subsidiaries’ business, (ii) inventory, equipment, vehicles service agreements, product sales, securities and goods held for sale or other immaterial assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, (iii) cash, Cash Equivalents and Investment Grade Securities in the ordinary course of business, (iv) books of business, client lists or related goodwill in connection with the departure of related employees or producers in the ordinary course of business and (iiv) Permitted Investmentsany such other assets or Capital Stock to the extent that the aggregate Fair Market Value of such assets sold in any single transaction or series of related transactions does not exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Section 9.1 Financials most recently delivered on or prior to such date; (b) the Borrower and the Restricted Subsidiaries may (i) enter into non-exclusive licenses, sublicenses or cross-licenses of Intellectual Property including in connection with a research and development agreement in which the other party receives a license to Intellectual Property that results from such agreement, (ii) exclusively license, sublicense or cross-license Intellectual Property if done in the ordinary course of business of the Borrower and its Restricted Subsidiaries and (iii) assign, lease, sublease, license or sublicense any real or personal property or terminate or allow to lapse any such assignment, lease, sublease, license or sublicense, other than any Intellectual Property, in the ordinary course of business or consistent with past practice; (c) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose Dispose of other assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, Fair Market Value; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (bSection 10.4(c) for a purchase price in excess of the greater of (x) $10,000,00035,000,000 and (y) 5.2% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Section 9.1 Financials most recently delivered on or prior to such date, the Person making such Disposition Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted InvestmentsCash Equivalents; provided that that, for the purposes of determining what constitutes cash under this subclause clause (iii) the following shall be deemed to be cash: i), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes theretothereto or if accrued or incurred subsequent to the date of such balance sheets, such liabilities would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto as if such accrual or incurrence 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 (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionObligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingwriting shall be deemed to be cash or Cash Equivalents, (B) any securities securities, notes or other obligations received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person 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 shall be deemed to be cash or Cash Equivalents and (C) any Designated Non-Cash Consideration received by the Person making Borrower or such Restricted Subsidiary in respect of the applicable Disposition having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (C) that is outstanding at that the time outstandingsuch Designated Non-Cash Consideration is received, not in excess of the greater of (x) $100,000,000 175,000,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Section 9.1 Financials most recently delivered on or prior to such date, with the fair market value 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 value, shall be deemed to be cash or Cash Equivalents, (ivii) any non-cash proceeds received in the form of Indebtedness or Capital Stock are pledged to the Collateral Agent to the extent required under Section 9.129.11, and (iii) to the extent applicable, the Net Cash Proceeds thereof are promptly offered to prepay the Term Loans to the extent required by Section 5.2(a)(i); (id) the Borrower and the Restricted Subsidiaries may (i) Dispose of, discount, forgive or write off accounts receivable, notes receivable or other current assets in the ordinary course of business or convert accounts receivable to notes receivable or make other Dispositions to of accounts receivable in connection with the Borrower compromise or any other Credit Party collection thereof and (ii) sell or transfer accounts receivable so long as the Net Cash Proceeds of any Restricted Subsidiary that is not a Credit Party may make Dispositions sale or transfer pursuant to this clause (ii) are offered to prepay the Borrower or any other Subsidiary, provided that with respect Term Loans pursuant to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.65.2(a)(i); (e) the Borrower and the Restricted Subsidiaries may leaseDispose of properties, subleaserights or assets (including the Disposition or issuance of Capital Stock) to the Borrower or to a Restricted Subsidiary; provided that, license if the transferor of such property, right or sublicense realasset is the Borrower or a Subsidiary Guarantor and the transferee thereof is a Restricted Subsidiary that is not a Subsidiary Guarantor, personal or intellectual property in then the ordinary course Indebtedness of businesssuch transferor assumed by such transferee shall be deemed an Incurrence of Indebtedness upon completion of such transaction and such transaction shall be permitted only if such Incurrence is permitted under Section 10.1 (without giving effect to Section 10.1(j)); (f) the Borrower and the Restricted Subsidiaries may make Dispositions Dispose of property (including like-kind exchanges) 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, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions sell, transfer and otherwise Dispose of property Investments in Joint Ventures to the extent required by, or made pursuant to Permitted Sale Leaseback transactionscustomary buy/sell arrangements between, the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures effect any transaction permitted by Section 10.3, 10.5 or 10.6 and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) may create, incur, assume or suffer 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 arrangementsexist Liens permitted by Section 10.2; (i) the Borrower and the Restricted Subsidiaries Subsidiary may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating transfer property subject to Recovery Events, including foreclosures, condemnation, expropriation, forced disposition, eminent domain or any equity reallocation in connection similar action with an asset or equity contributionrespect to assets; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 and Dispositions of (i) non-core or obsolete assets acquired in connection with Acquisitions or other Investments that are not used or useful in, or are surplus to, the business of the Borrower and the Restricted Subsidiaries and (ii) other assets acquired in connection with Acquisitions or other Investments permitted under this Agreement for Fair Market Value; provided that any such Dispositions referred to in this clause (ii) shall be made or contractually committed to be made within 365 days of the Original Credit date such assets were acquired by the Borrower or such Restricted Subsidiary; (k) the Borrower and the Restricted Subsidiaries may unwind or terminate any Hedging Agreement (“Scheduled Dispositions”)or Cash Management Agreement and allow for the expiration of any options agreement with respect to any Real Property or personal property; (l) transfers the Borrower and the Restricted Subsidiaries may make Dispositions of property subject to a Casualty Event upon receipt residential Real Property and related assets in connection with relocation activities for officers, managers, consultants, directors, employees or independent contractors (or their Immediate Family Members) of Holdings (or any Parent Entity thereof or any Equityholding Vehicle), the Net Cash Proceeds of such Casualty EventBorrower and the Restricted Subsidiaries; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing issue directors’ qualifying shares and shares issued to the Borrower or any Restricted Subsidiary foreign nationals, in connection with the collection, compromise or realization thereofeach case as required by Applicable Laws; (n) the Borrower and the Restricted Subsidiaries may effect enter into any netting arrangement of accounts receivable between or among the unwinding Borrower and its Restricted Subsidiaries or among Restricted Subsidiaries of any Hedge Agreementthe Borrower made in the ordinary course of business; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with allow the Disposition of any business lapse of, abandon, cancel or cease to which such accounts receivable relate), for fair value maintain or cease to the extent enforce Intellectual Property rights that are no longer (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and used, useful or necessary for, (ii) economically practicable or commercially reasonable to maintain or (iii) in the Net Cash Proceeds best interest of all Dispositions made pursuant to this clause (o) are promptly applied to or material for the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) operation of the definition Borrower’s and the Restricted Subsidiaries’ businesses (including by allowing any registrations or any applications for registration thereof to lapse), in each case in the ordinary course of “Net Cash Proceeds”business or in the reasonable business judgment of the Borrower; (p) the Borrower and any the Restricted Subsidiaries may sellsurrender, transfer terminate or otherwise dispose waive any contract rights or surrender, waive, settle, modify, compromise or release any contract rights, litigation claims or any other claims of any Foreign Subsidiary to any other Foreign Subsidiary; andkind (including in tort) in the ordinary course of business; (q) the Borrower and the Restricted Subsidiaries may make Dispositions or issuances of the Capital Stock in, Indebtedness of, or other securities issued by, an Unrestricted Subsidiary; (r) the Borrower and the Restricted Subsidiaries may effect a Sale Leaseback (i) with respect to property that is acquired after the Closing Date so long as such Sale Leaseback is consummated within 270 days of the acquisition of such property or (ii) if at the time the lease in connection therewith is entered into, and after giving effect to the entering into of such lease, such lease is otherwise permitted under this Agreement; (s) the Borrower may issue Qualified Capital Stock and, to the extent permitted by Section 10.1, Disqualified Capital Stock; (t) the Borrower and the Restricted Subsidiaries may make Dispositions (including those of the type otherwise described herein) after the Closing Date in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior the date such assets are Disposed (measured as of such date) based upon the Section 9.1 Financials most recently delivered on or prior to such date; (u) to the extent allowable under Section 1031 of the Code or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (v) sales or transfers of accounts receivable, or participations therein and related assets, in connection with any Receivables Facility; (w) sales or dispositions of Capital Stock of any assets Foreign Subsidiary in order to qualify members of the governing body of such Subsidiary if required by Applicable Law; (x) samples, including time-limited evaluation software, provided to customers or prospective customers; (y) de minimis amounts of equipment provided to employees; (z) the Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with the Borrower or any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Capital Stock, (iii) transfer any intercompany Indebtedness to the Borrower or any Restricted Subsidiary (subject to applicable subordination terms if Indebtedness of a Credit Party is transferred to a non-Credit Party), (iv) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by Holdings, the Borrower or any Restricted Subsidiary, (v) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of any Parent Entity, Holdings, the Borrower or any Subsidiary or any of their successors or assigns or (vi) surrender or waive contractual rights and settle or waive contractual or litigation claims; and (aa) the Borrower and the Restricted Subsidiaries may make Dispositions of any asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (pz) above.

Limitation on Sale of Assets. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) Person and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Parent Borrower or the Restricted Subsidiaries) and (ii) sell to any Person (other than the Parent Borrower or a Guarantor) any shares owned by it of will not permit any Restricted Subsidiary’s Subsidiary to issue any Stock and Stock Equivalents, except thatexcept, in each case: (a) the Parent Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, business and (ii) Permitted Investments; (b) Restricted Subsidiaries may issue Stock and Stock Equivalents and the Parent Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any a Disposition of accounts receivable receivable, except in connection with the Disposition of any business to which such accounts receivable relate, for fair valuevalue in an aggregate amount pursuant to this clause (b), when aggregated with the amount of Permitted Sale Leaseback Transactions consummated pursuant to Section 10.4(h) not to exceed $6,600,000,000 in any five year period beginning on the Restatement Effective Date; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000100,000,000, the Parent Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this clause (i) the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Parent Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent Borrower or such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) and Section 10.4(c) that is at that time outstanding, shall not be in excess of the sum of (x) 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, plus (y) $100,000,000, 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, (ii) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions), the Parent Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such sale, transfer or disposition, with the covenant set forth in Section 10.8 of the CF Agreement for the most recently ended Test Period for which Section 9.1 Financials have been delivered and (iii) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing; (c) the Parent Borrower and the Restricted Subsidiaries may make Dispositions to the Parent Borrower or to any Restricted Subsidiary; provided that with respect to any such Dispositions (x) from Borrowers to Restricted Subsidiaries that are not Borrowers, (y) from 1993 Indenture Restricted Subsidiaries to the Parent Borrower or any Restricted Subsidiary that is not a 1993 Indenture Restricted Subsidiary or (z) from Restricted Subsidiaries that are not Borrowers or 1993 Indenture Restricted Subsidiaries to any Borrower or 1993 Indenture Restricted Subsidiary (i) such sale, transfer or disposition shall be for fair value and (ii) with respect to any Disposition pursuant to this clause (c) for a purchase price in excess of $100,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iiiii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionObligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Parent Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, and (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(c) and Section 10.4(b) that is at that time outstanding, shall not be in excess of the sum of (x) 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, plus (y) $100,000,000 100,000,000, 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Parent Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6 (including the making of any “dividend” (as defined in Section 10.6) by any Subsidiary); (e) Dispositions of accounts receivable and related assets of 1993 Indenture Restricted Subsidiaries to ABL Entities; (f) the Parent Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (fg) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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, in each case under Section section 1031 of the Code or otherwise; (gh) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactionstransactions in an aggregate amount pursuant to this clause (h) when aggregated with the amount of Dispositions made pursuant to clause (b) above not to exceed $6,600,000,000; (hi) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower dispositions of Stock and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 Stock Equivalents of any Subsidiary or joint venture for fair market value to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary Facility Syndication Partners in connection with any Syndication; provided that the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding fair market value of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made amount of Stock and Stock Equivalents disposed of pursuant to this clause (ok) with respect to any individual Subsidiary (and not subsequently repurchased or redeemed by the Parent Borrower or any Restricted Subsidiary) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary$10,000,000; and (ql) the Borrower and the Restricted Subsidiaries may make Dispositions a Disposition of any assets asset between or among the Parent Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (pk) above.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) conveyConvey, sell, lease, assign, transfer transfer, license, abandon or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests) (other than leases or rentals of revenue earning equipment in the ordinary course of business), whether now owned or hereafter acquired acquired, or, in the case of any Subsidiary of Holdings, issue or (ii) sell any shares of such Subsidiary’s Capital Stock, to any Person (other than the Borrower than, subject to any applicable limitations set forth in subsection 8.5, Holdings or a Guarantor) any shares owned by it Wholly Owned Subsidiary of any Restricted Subsidiary’s Stock and Stock EquivalentsHoldings, except thatexcept: (a) the Borrower and the Restricted Subsidiaries may sellsale or other Disposition of obsolete, transfer or otherwise dispose of (i) inventory, used worn out or surplus equipmentproperty, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of businesswhether now owned or hereafter acquired, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (fb) the Borrower sale or other Disposition of any Inventory or Rental Fleet in the ordinary course of business; (c) the sale or discount without recourse of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in each case in connection with the compromise or collection thereof; provided that, in the case of any Foreign Subsidiary of the Parent Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business; (d) as permitted by subsection 8.5(b) or 8.5(c) and the Restricted Subsidiaries may make pursuant to Sale and Leaseback Transactions permitted by subsection 8.11; (e) subject to any applicable limitations set forth in subsection 8.5, Dispositions of any assets or property (including like-kind exchanges) to the extent that among (i) such property is exchanged for credit against the purchase price of similar replacement property or Qualified Loan Parties and (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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 arrangementsNon-Guarantor Subsidiaries; (i) the abandonment or other Disposition of patents, trademarks or other Intellectual Property that are, in the reasonable judgment of the Parent Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Parent Borrower and its Subsidiaries taken as a whole and (ii) licensing of Intellectual Property in the Restricted Subsidiaries may make Dispositions ordinary course of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contributionbusiness; (jg) customary any Disposition by the Parent Borrower or any of its Subsidiaries, provided that (i) the Net Cash Proceeds of each such Disposition do not exceed $10,000,000 and (ii) the aggregate Net Cash Proceeds of all Dispositions in connection with any Permitted Receivables FinancingFiscal Year made pursuant to this paragraph (g) do not exceed $20,000,000; (kh) any other Asset Sales by the Parent Borrower and or any of its Subsidiaries the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 Net Cash Proceeds of which other Asset Sales do not exceed $100,000,000 in the aggregate after the Closing Date, provided that in the case of any such Asset Sale, an amount equal to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt 100% of the Net Cash Proceeds of such Casualty EventDispositions less the Reinvested Amount is applied in accordance with subsection 4.4(b); (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant any involuntary Disposition due to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer casualty or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiarycondemnation; and (qj) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveset forth on Schedule 8.6(j).

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose Dispose of (i) inventoryinventory and other goods held for sale, including Hydrocarbons, obsolete, worn out, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assetsother than accounts receivable) in the ordinary course of businessbusiness (including equipment that is no longer necessary for the business of the Borrower or its Restricted Subsidiaries or is replaced by equipment of at least comparable value and use), and (ii) Permitted Investments, and (iii) assets for the purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course; (b) the Borrower and the Restricted Subsidiaries may sellDispose of any Oil and Gas Properties or any interest therein or the Stock or Stock Equivalents of any Restricted Subsidiary or of any Minority Investment owning Oil and Gas Properties, transfer or otherwise dispose of assets (each of the foregoingincluding, a “Disposition”)but without limitation, excluding any Disposition of accounts receivable except in connection with net profits interests, operating agreements, farm-ins, joint exploration and development agreements and other agreements customary in the oil and gas industry for the purpose of developing such Oil and Gas Properties; provided that such Disposition is for Fair Market Value; provided, further, that if such Disposition of Oil and Gas Properties or of any business to which Stock or Stock Equivalents of any Restricted Subsidiary or Minority Investment owning Oil and Gas Properties involves Borrowing Base Properties included in the most recently delivered Reserve Report and the aggregate PV-9 (calculated at the time of such accounts receivable relate, for fair value, provided that Disposition) of all such Borrowing Base Properties Disposed of since the later of (i) the last Scheduled Redetermination Date and (ii) the last adjustment of the Borrowing Base made pursuant to Section 2.14(g) exceeds 5% of the then-effective Borrowing Base, then no later than two Business Days’ after the date of consummation of any such Disposition, the Borrower shall provide notice to the Administrative Agent of such Disposition and the Borrowing Base Properties so Disposed and the Borrowing Base shall be adjusted in accordance with the provisions of Section 2.14(g); provided, further, that to the extent required, that the Net Cash Proceeds thereof Borrower is notified by the Administrative Agent that a Borrowing Base Deficiency could result from an adjustment to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of Borrowing Base resulting from such Disposition, that are assumed by after the transferee with respect to the applicable Disposition and for which consummation of such Disposition(s), the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingreceived net cash proceeds, (B) or shall have cash on hand, sufficient to eliminate any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12potential Borrowing Base Deficiency; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, ; provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) Dispositions (other than of Borrowing Base Properties) for Fair Market Value to the extent that the aggregate consideration for all such Dispositions consummated after the Closing Date does not exceed 10% of Consolidated Total Assets; (e) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (ef) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (fg) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) of property (other than Borrowing Base Properties) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (gh) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant Hydrocarbon Interests to Permitted Sale Leaseback transactionswhich no Proved Reserves are attributable and farm-outs of undeveloped acreage to which no Proved Reserves are attributable and assignments in connection with such farm-outs; (hi) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) arrangements to the Borrower and extent the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contributionsame would be permitted under Section 10.5(i); (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (lk) transfers of property subject to a (i) Casualty Event or in connection with any condemnation proceeding with respect to Collateral upon receipt of the Net Cash Proceeds net cash proceeds of such Casualty EventEvent or condemnation proceeding or (ii) in connection with any Casualty Event or any condemnation proceeding, in each case with respect to property that does not constitute Collateral; (l) Dispositions of accounts receivable in connection with the collection or compromise thereof; (m) the Borrower and the Restricted Subsidiaries may make Dispositions unwinding of accounts receivable or other obligations owing any Hedge Agreement (subject to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereofterms of Section 2.14(f)); (n) Dispositions of working interests and/or equivalent investment interests to the Borrower and Manager or its Affiliates pursuant to the Restricted Subsidiaries may effect the unwinding of any Hedge AgreementWorking Interest Side Letter; (o) Dispositions of Oil and Gas Properties not included in the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”;Borrowing Base; and (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose Disposition of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (pn) above. Notwithstanding anything to the contrary herein contained, the Borrower shall use the net cash proceeds, if any, of any Disposition made while a Borrowing Base Deficiency exists to reduce such Borrowing Base Deficiency.

Limitation on Sale of Assets. The Except for any disposition or Asset Sale of the Specified Assets (including the Equity Interests in the Person that owns the Specified Assets), the Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) the Borrower and or such Restricted Subsidiary, as the Restricted Subsidiaries case may sellbe, transfer receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each of the foregoing, have a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price Fair Market Value in excess of the greater of (x) $10,000,00027,500,000 and (y) 15.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis), the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by the Borrower or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted 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) of the Borrower or such Restricted SubsidiaryBorrower, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionJunior Debt, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower r and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the applicable Disposition, extent that the Borrower and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and (Civ) any Designated Non-Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (iv) that is at that time outstanding, not in excess to exceed the greater of $100,000,000 62,500,000 or 35.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis), with the fair market value 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 value, shall be deemed to be cash for purposes of this Section 10.4 of this provision and (iv) any non-cash proceeds received are pledged to for no other purpose. Within the Collateral Agent to Reinvestment Period after the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower Borrower’s or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, the Borrower or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (mi) to prepay Loans or other Indebtedness in accordance with Section 5.2(a)(i); and/or (ii) to make investments in the Borrower and its Subsidiaries (including in any assets useful to their business, including any Investment (other than an Investment in cash or Cash Equivalents)); provided that the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Cash Proceeds, the Borrower or any such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment described in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within six (6) months of the end of the Reinvestment Period and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Borrower or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i); provided that, to the extent any Net Cash Proceeds from an Asset Sale are used to replenish cash or prepay any Indebtedness incurred to fund any investment contemplated by this clause (ii) during the 6-month period prior to receipt of such Net Cash Proceeds, such Net Cash Proceeds shall be deemed to have been invested in accordance with this clause (ii) for all Dispositions made purposes of this Agreement. (c) Pending the final application of any Net Cash Proceeds pursuant to this clause Section 10.4, the Borrower or the applicable Restricted Subsidiary may apply such Net Cash Proceeds to temporarily reduce Indebtedness outstanding under any revolving credit facility or otherwise utilize such Net Cash Proceeds in any manner not prohibited by this Agreement. To the extent any Collateral is disposed of through any transaction permitted by this Agreement and the other Credit Documents, such that the relevant assets are (oor become) are promptly applied owned by any Person that is not a Credit Party (or a Credit Party ceases to be a Credit Party in accordance with this Agreement and the prepayment other Credit Documents), such Collateral shall be sold or disposed of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) free and clear of the definition of “Net Cash Proceeds”; Liens created by the Credit Documents (pand it is understood and agreed that such Liens are automatically released upon such Disposition or other transaction) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of Administrative shall be authorized by each Secured Party to take and shall take any assets between actions deemed appropriate in order to evidence the foregoing release (including, filing the relevant terminations evidencing such release or among returning or releasing the Borrower and/or relevant Collateral to evidence such release); it being acknowledged and agreed by each Lender that the Administrative Agent, in its Restricted Subsidiaries capacity as a substantially concurrent interim Disposition in connection such, shall have no liability with a Disposition otherwise permitted pursuant respect to clauses (a) through (p) abovetaking any such actions.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ia) conveyConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivablesincluding, Stock and Stock Equivalents of any other Person) without limitation, receivables and leasehold interests), whether now owned or hereafter acquired acquired, or, in the case of any Subsidiary, issue or (ii) sell any shares of such Subsidiary’s Capital Stock, to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each Wholly Owned Subsidiary of the foregoingBorrower, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12;except: (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower sale or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower Disposition of obsolete or any other Subsidiaryworn out property, provided that with respect to any such Dispositionswhether now owned or hereafter acquired, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (fii) the Borrower and the Restricted Subsidiaries may make Dispositions sale or other Disposition of any property (including like-kind exchangesInventory and the granting of Intellectual Property licenses) in the ordinary course of business; (iii) the sale or discount without recourse of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, in connection with the compromise or collection thereof, provided that, in the case of any Foreign Subsidiary of the Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business and the aggregate amount of any such recourse shall (to the extent that (isuch recourse is required by GAAP to be included as Indebtedness on the consolidated balance sheet of Holding and its consolidated subsidiaries) such property is exchanged for credit against be included in the purchase price of similar replacement property or (ii) the proceeds determination of such Disposition are applied to the purchase price Foreign Subsidiary’s Indebtedness for purposes of such replacement property, in each case under Section 1031 of the Code or otherwisesubsection 8.2; (giv) Dispositions of any assets or property by the Borrower and or any Subsidiary of the Restricted Subsidiaries may make Borrower to the Borrower or any Wholly Owned Subsidiary of the Borrower, provided that Dispositions of assets or property pursuant by any Loan Party to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) any Foreign Subsidiary shall be subject to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties limitations set forth in joint venture arrangements and similar binding arrangements; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”subsection 8.9(f)(i); (lv) transfers the abandonment or other Disposition of patents, trademarks or other intellectual property subject that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a Casualty Event upon receipt whole; (vi) Dispositions permitted by subsection 8.9(j), provided that an amount equal to 100% of the Net Cash Proceeds of any such Casualty EventAsset Sale is applied in accordance with subsection 4.4(c); (mvii) Dispositions of equipment, and (in the case of any Disposition by any Foreign Subsidiary) other property, to Local Agents and Owner/Operators, including sales pursuant to lease or conditional sales agreements, provided that an amount equal to 100% of the Net Cash Proceeds of any such Asset Sale is applied in accordance with subsection 4.4(c); (viii) the Disposition of any Subsidiary that is not a Material Subsidiary; (ix) licenses, subleases and other similar Dispositions in connection with any Disposition permitted by clauses (vii) and (viii) of this subsection 8.6(a); and (x) Dispositions by CRS Holding, SRHL, any of their respective Subsidiaries or any other Subsidiary of the Borrower and engaged in the Restricted Subsidiaries Employee Relocation Business to a Relocation SPV or SIRVA Mortgage, Inc., in each case in connection with the Employee Relocation Business, of the following, for value that is reasonable (as determined by the Borrower in good faith): (A) any residential property, fixtures or related assets purchased in connection with the Employee Relocation Business, (B) any notes or receivables (x) from relocating employees or customers of the Employee Relocation Business representing an advance of any portion of the purchase price for residential properties, fixtures or related assets or (y) otherwise created in the ordinary course of the Employee Relocation Business, (C) any contractual rights in respect of reimbursement or indemnification for losses upon resale of any residential properties, fixtures or related assets Disposed pursuant to clause (A) above, or (D) a portion of the fees due from customers of the Employee Relocation Business, the transfer of which shall, in the good faith determination of the Borrower, be limited in amount to the amount necessary to compensate such Relocation SPV or SIRVA Mortgage, Inc., as the case may be, for expected losses upon resales of residential properties, fixtures or related assets for which the customer has not agreed to make Dispositions indemnification or reimbursement. (b) Convey, sell or otherwise transfer shares of accounts receivable or other obligations owing Capital Stock of a Foreign Subsidiary to the Borrower or any Restricted Domestic Subsidiary in connection with the collection, compromise or realization thereof; (n) of the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall is not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveLoan Party.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) conveyConvey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivablesincluding, Stock and Stock Equivalents of any other Person) without limitation, receivables and leasehold interests), whether now owned or hereafter acquired acquired, or, in the case of any Subsidiary of the Borrower, issue or (ii) sell any shares of such Subsidiary’s Capital Stock, to any Person (other than the Borrower or a any Subsidiary Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatexcept: (a) the Borrower and the Restricted Subsidiaries may sellsale or other Disposition of obsolete, transfer or otherwise dispose of (i) inventory, used worn out or surplus equipmentproperty, vehicles and other assets (including Merchant Agreements and Settlement Assets) whether now owned or hereafter acquired, in the ordinary course of business, and (ii) Permitted Investmentsor the lease of any surplus real property; (b) the Borrower and the Restricted Subsidiaries may sell, transfer sale or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any other Disposition of accounts receivable except any property (including Inventory) in the ordinary course of business (including Dispositions of timber properties in connection with the Disposition management thereof or in connection with tax free or similar exchanges for other properties) or any “fee in lieu” or other disposition of assets to any governmental authority or agency but that continues in use by the Borrower or any Subsidiary; (c) the sale or discount without recourse for credit risk of accounts receivable, notes receivable, drafts or other instruments (and intangibles related thereto) arising in the ordinary course of business, or the conversion or exchange of accounts receivable into or for notes receivable, drafts or other instruments in connection with the compromise or collection thereof, including, without limitation, any such sale or discount made in connection with a supply chain arrangement involving the Borrower and/or any of its Subsidiaries and a buyer of the Inventory of the Borrower or its Subsidiaries or other receivables discount program, but in each case excluding any securitization or similarly structured transaction (including any Permitted Securitization Transaction) (any such transaction, a “Permitted Receivables Transaction”; provided that, in the case of any business Foreign Subsidiary of the Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business; (d) (i) as permitted by subsection 8.5(b), (ii) constituting Investments permitted by subsection 8.8, (iii) constituting a Restricted Payment permitted by subsection 8.7 and (iv) pursuant to which such accounts receivable relateSale and Leaseback Transactions permitted by subsection 8.11; (e) the sale, for fair valuetransfer or discount of Receivables (and intangibles related thereto) pursuant to any Permitted Securitization Transaction; (f) (i) Dispositions of any assets or property by the Borrower or any of its Subsidiaries to the Borrower, any Wholly Owned Subsidiary of the Borrower, any Subsidiary Guarantor or any other Subsidiary of the Borrower; provided that (i) any such Disposition by the Borrower shall (x) not be prohibited by subsection 8.5(a) and (y) be to a Subsidiary Guarantor or to a Subsidiary which becomes a Guarantor hereunder and otherwise complies with all applicable terms of subsection 7.9 at the time of such Disposition; provided further that Dispositions by the Borrower to any Subsidiary which is not a Subsidiary Guarantor shall be permitted in an amount, together with the amount of any Disposition pursuant to the extent requiredproviso in clause (ii) below, not in excess of $300,000,000 in the aggregate; (ii) any such Disposition by a Subsidiary Guarantor of all or substantially all of its assets must be to (A) the Borrower, (B) another Subsidiary Guarantor, or (C) a Subsidiary which becomes a Guarantor hereunder and otherwise complies with all applicable terms of subsection 7.9 at the time of such Disposition; provided further that any Disposition by a Subsidiary Guarantor to any Subsidiary which is not a Subsidiary Guarantor shall be permitted in an amount, together with the amount of any Disposition pursuant to the proviso in clause (i) above, not in excess of $300,000,000 in the aggregate, (iii) any such Disposition by a Wholly-Owned Subsidiary of the Borrower not permitted pursuant to clause (i) or (ii) above shall be to the Borrower, a Subsidiary Guarantor or another Wholly-Owned Subsidiary of the Borrower, and (iv) any such Disposition by a Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary shall be to the Borrower or any other Subsidiary; (g) the abandonment or other Disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (h) any Asset Sale by the Borrower or any of its Subsidiaries, provided that the Net Cash Proceeds thereof of each such Asset Sale do not exceed $25,000,000 and the aggregate Net Cash Proceeds of all Asset Sales in any fiscal year made pursuant to this subsection (h) do not exceed $50,000,000; and (i) (x) any Asset Sale contemplated on Schedule 8.6(i), or (y) any other Asset Sales by the Borrower and or any of its Subsidiaries, provided that in the Restricted Subsidiaries are promptly applied to the prepayment case of Term Loans as provided for in Section 5.2any such Asset Sale under this clause (y), (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii1) with respect to any Disposition pursuant to this clause Asset Sale (bor group of related Asset Sales) for having a purchase price in excess of $10,000,00075,000,000 on an individual basis, the Person making such Disposition Asset Sale shall receive not less than 75% of such consideration in the form of cash or Permitted InvestmentsCash Equivalents; provided that (A) for the purposes of this subclause (iii) 1), any securities received by a Person making an Asset Sale from the applicable purchaser that are converted into cash within 180 days following the closing of the applicable Asset Sale shall be deemed to be cash: cash to the extent of the cash received that is applied to prepay Loans or reinvested in accordance with subsection 4.2(b)(ii) and (AB) any liabilities (as shown or included on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder (or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated with respect to the payment in cash of the Obligations or (2) not Indebtedness secured by a first-priority Lien on the assets that are the subject of to such DispositionAsset Sale (including, without limitation, any Financing Lease) that are assumed by the transferee with respect to the applicable Disposition Asset Sale and for which the Borrower and all of the Restricted and/or any applicable Subsidiaries obligated thereunder shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (writing shall be deemed to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 be cash; and (iv2) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) Asset Sale less the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary Reinvested Amount is applied in connection accordance with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relatesubsection 4.2(b)(ii), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) above.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) The Borrower or such Restricted Subsidiary, as the Borrower and case may be, receives consideration at the Restricted Subsidiaries may sell, transfer time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investmentsdisposed of; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuingcontinuing at the time of such Asset Sale; and (c) except in the case of a Permitted Asset Swap (but subject to the last sentence of this clause), (iii) with respect to any Disposition pursuant to this clause (b) for if the property or assets sold or otherwise disposed of have a purchase price Fair Market Value in excess of $10,000,0002,500,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by the Borrower or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted 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 consolidated balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted SubsidiaryBorrower, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and (Civ) any Designated Non-Cash Non‑Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Non‑Cash Consideration received pursuant to this Section 10.4(bclause (iv) that is at that time outstanding, not in excess to exceed 2.5% of $100,000,000 Consolidated Total Assets at the time of the receipt of such Designated Non‑Cash Consideration, with the fair market value Fair Market Value of each item of Designated Non-Cash Non‑Cash Consideration being measured at the time received and without giving effect to subsequent changes in value value, shall be deemed to be cash for purposes of this clause (c) of this provision and (iv) any non-cash proceeds received are pledged to for no other purpose. Within the Collateral Agent to Reinvestment Period after the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower Borrower’s or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale (including any cash or Cash Equivalents received by the Borrower or Restricted Subsidiary in connection with any Permitted Asset Swap), the Borrower or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (m1) (x) to prepay Loans in accordance with Section 5.2(a)(i) or (y) to the extent not required to prepay Loans pursuant to Section 5.2(a)(i), be retained by the Borrower and/or Restricted Subsidiaries; and/or (2) to make investments in the Borrower and its Subsidiaries; provided that the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to have complied with this clause (2) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Cash Proceeds, the Borrower or any such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement or letter of intent to consummate any such investment described in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o2) shall not exceed 15% with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of Consolidated Total Assets since the Original Closing Date and (ii) end of such Reinvestment Period and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Borrower or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (d) Pending the final application of all Dispositions made any Net Cash Proceeds pursuant to this clause (o) are promptly applied to covenant, the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of Borrower or the definition of “applicable Restricted Subsidiary may apply such Net Cash Proceeds”; (p) Proceeds temporarily to reduce Indebtedness outstanding under the Borrower and Revolving Credit Facility or any Restricted Subsidiaries may sell, transfer other revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) conveyConvey, sell, lease, assign, transfer transfer, license, abandon or otherwise dispose of any of its property, business or assets (assets, including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interestsinterests (each, a “Disposition”) (other than leases and subleases in the ordinary course of business), whether now owned or hereafter acquired acquired, or, in the case of any Subsidiary of the Borrower, issue or (ii) sell any shares of such Subsidiary’s Capital Stock, to any Person (other than the Borrower or a Guarantor) any shares owned by it Wholly Owned Subsidiary of any Restricted Subsidiary’s Stock and Stock Equivalentsthe Borrower, except thatexcept: (a) the Borrower and the Restricted Subsidiaries may sellsale or other Disposition of obsolete, transfer or otherwise dispose of (i) inventoryidle, used worn out or surplus equipmentproperty or assets, vehicles whether now owned or hereafter acquired, in the ordinary course of business; (b) the sale or other Disposition of any property or assets in the ordinary course of business or in connection with an Exempt Sale and Leaseback Transaction; (c) the sale or other assets Disposition of accounts receivable pursuant to any Factoring Transaction; (including Merchant Agreements and Settlement Assetsd) the sale or discount without recourse of accounts receivable or notes receivable arising in the ordinary course of business, and (ii) Permitted Investments; (b) or the Borrower and the Restricted Subsidiaries may sell, transfer conversion or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition exchange of accounts receivable except into or for notes receivable, in connection with the compromise or collection thereof; provided that, in the case of any Foreign Subsidiary of the Borrower, any such sale or discount may be with recourse if such sale or discount is consistent with customary practice in such Foreign Subsidiary’s country of business; (e) any Disposition of Capital Stock of a Subsidiary that becomes a Parent Entity (“New Parent”), including as a result of a merger of the Borrower with a Subsidiary in which (x) previously outstanding Capital Stock of the Borrower is converted into or becomes a right to receive Capital Stock of a New Parent and (y) Capital Stock of the Borrower as the continuing or surviving Person in such merger consists of Capital Stock directly or indirectly held by a New Parent; (f) subject to any business to which such accounts receivable relateapplicable limitations set forth in Section 7.5, for fair value, provided that (i) to Dispositions of any assets or property by the extent required, the Net Cash Proceeds thereof Borrower or any of its Subsidiaries to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment or any Wholly Owned Subsidiary of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the abandonment or other Disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Restricted its Subsidiaries may make Dispositions to the Borrower or any other Credit Party taken as a whole and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or licensing of intellectual property in the ordinary course of business; (fh) any Disposition by the Borrower or any of its Subsidiaries, provided that the Net Cash Proceeds of each such Disposition do not exceed $2,500,000 and the Restricted Subsidiaries may make aggregate Net Cash Proceeds of all Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property any fiscal year made pursuant to Permitted Sale Leaseback transactions; this paragraph (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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 arrangementsdo not exceed $5,000,000; (i) any Asset Sale by the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless or any other Loan Party, or other Disposition by any other Subsidiary of the form Borrower, the Net Cash Proceeds of legal entity) relating which, together with the Net Cash Proceeds of other Asset Sales and Dispositions pursuant to this Section 7.6(i), do not exceed the greater of $50,000,000 or 8.5% of Consolidated Tangible Assets in the aggregate after the Closing Date, provided that in the case of any equity reallocation in connection with such Asset Sale, an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 amount equal to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt 100% of the Net Cash Proceeds of all such Casualty Event; (m) Asset Sales less the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary Reinvested Amount is applied in connection accordance with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relateSection 3.4(c)(i)(2), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (qj) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveset forth on Schedule 7.6(j).

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) the Borrower and or such Restricted Subsidiary, as the Restricted Subsidiaries case may sellbe, transfer receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investmentsdisposed of; (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each have a Fair Market Value in excess of the foregoing, greater of (x) $30,000,000 and (y) 20% of Consolidated EBITDA (calculated on a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (iiPro Forma Basis) at the time the definitive agreement for of such Disposition is entered intodisposition, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by the Borrower or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause amount of: (iii) the following shall be deemed to be cash: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted 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 consolidated balance sheet, as determined in good faith by the Borrower) of the Borrower or such Restricted SubsidiaryBorrower, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and (Civ) any Designated Non-Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (iv) that is at that time outstanding, not in excess to exceed the greater of (x) $100,000,000 and (y) 65% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time of the receipt of such Designated Non- Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) of this provision and (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12;for no other purpose; and (ic) no Event of Default shall have occurred or be occurring or will occur as a consequence thereof. Within the Borrower and Reinvestment Period after the Restricted Subsidiaries may make Dispositions to the Borrower Borrower’s or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, the Borrower or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (mi) (x) to prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i) or (y) to the extent not required to prepay Loans pursuant to Section 5.2(a)(i), be retained by the Borrower and/or Restricted Subsidiaries (any such amounts, “Retained Asset Sale Proceeds”); and/or (ii) to make investments in the Borrower and its Subsidiaries; provided that the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Cash Proceeds, the Borrower or any such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement or letter of intent to consummate any such investment described in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Borrower or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (d) Pending the final application of all Dispositions made any Net Cash Proceeds pursuant to this clause (o) are promptly applied to covenant, the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of Borrower or the definition of “applicable Restricted Subsidiary may apply such Net Cash Proceeds”; (p) the Borrower and Proceeds temporarily to reduce Indebtedness outstanding under any Restricted Subsidiaries may sell, transfer revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) conveyConvey, sell, lease, assign, transfer or otherwise dispose of any substantial part of its property, business or assets (including receivablesincluding, Stock and Stock Equivalents of any other Person) without limitation, accounts receivable and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than acquired; provided, however, that the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries Subsidiary may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer lease or otherwise dispose of assets (each constituting a substantial part of the foregoing, a “Disposition”), excluding any Disposition assets of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the its Restricted Subsidiaries if such assets are promptly applied to the prepayment of Term Loans as provided sold for cash in Section 5.2an arms length transaction for fair market value and, (ii) at the such time the definitive agreement for such Disposition is entered intoand after giving effect thereto, no Default or Event of Default shall have occurred and be continuingcontinuing and an amount equal to the Net Proceeds received from such sale, lease or other disposition (iii) with respect but excluding any portion of the Net Proceeds which are attributable to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not assets which constitute less than 75% a substantial part of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) assets of the Borrower and its Restricted Subsidiaries) shall be used, in any combination: (a) within three (3) years of any such sale, disposition, transfer or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated lease of assets to purchase or otherwise acquire productive assets useful in carrying on the payment in cash business of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition and having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions a value at least equal to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds value of such Disposition are applied to the purchase price of such replacement propertyassets sold, in each case under Section 1031 of the Code disposed of, transferred or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) to the extent required byleased, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant ability to this clause (o) are promptly applied generate operating income at least equal to the prepayment operating income of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”;such assets sold, disposed of, transferred or leased; or (pb) the Borrower and any Restricted Subsidiaries may sellto prepay or retire first, transfer or otherwise dispose Senior Debt secured by a Lien on property of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries and second, unsecured Senior Debt of the Borrower and/or its Restricted Subsidiaries; As used in this Section 6.6, a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Borrower and its Restricted Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or otherwise disposed of by the Borrower and its Restricted Subsidiaries during such fiscal year, exceeds 15% of the book value of Consolidated Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided, however, that there shall be excluded from any determination of a substantially concurrent interim Disposition “substantial part” any (i) sale or disposition of assets in connection with the ordinary course of business of the Borrower and its Restricted Subsidiaries and/or (ii) any transfer of assets from (A) any Loan Party to another Loan Party, (B) any Restricted Subsidiary which is not a Disposition otherwise permitted pursuant Loan Party to clauses a Loan Party, or (aC) through (p) aboveany Restricted Subsidiary which is not a Loan Party to a Wholly-Owned Restricted Subsidiary which is not a Loan Party.

Limitation on Sale of Assets. The Borrower Holdings and the Borrowers will not, and will not permit any of the Restricted Subsidiaries their Subsidiary to, (i) conveyconsummate an Asset Sale, sellexcept: Holdings or such Subsidiary, leaseas the case may be, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) receives consideration at the time of such Asset Sale at least equal to the definitive agreement for Fair Market Value (determined at the time of contractually agreeing to such Disposition is entered into, no Default Asset Sale) of the assets sold or Event otherwise disposed of; and if the property or assets sold or otherwise disposed of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price Fair Market Value in excess of $10,000,0002,500,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by Holdings or such consideration Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided that for the purposes of this subclause (iiia) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) amount of the Borrower or such Restricted SubsidiaryIndebtedness, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionJunior Debt, that are assumed by the transferee with respect of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the applicable Disposition and for which the Borrower extent that Holdings and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors from any Guarantee of payment of such Indebtedness in writing, connection with such Asset Sale and (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (Cb) any Designated Non-Cash Consideration received by the Person making Holdings or such Disposition Subsidiary in such Asset Sale having an aggregate fair market value, taken together Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Designated Non-Cash Consideration received pursuant to under this Section 10.4(b) that is at that time outstandingparagraph during the term of this Agreement (calculated on a Pro Forma Basis), not in excess of $100,000,000 with the fair market value 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under case, shall be deemed to be cash for purposes of this Section 1031 10.4 of this provision and for no other purpose. Within the Code Reinvestment Period after the Parent Borrower’s or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon Subsidiary’s receipt of the Net Cash Proceeds of such Casualty Event; (m) any Asset Sale, the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Parent Borrower or any Restricted such Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) apply the Net Cash Proceeds from such Asset Sale: (i) to prepay Loans in accordance with Section 5.2; and/or (ii) to make investments in the Parent Borrower and the other Credit Parties; provided that the Parent Borrower and the Subsidiaries will be deemed to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Cash Proceeds, the Parent Borrower or such Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment described in this clause (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of all Dispositions made such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Parent Borrower or such Subsidiary prepays the Loans in accordance with Section 5.2. (a) Pending the final application of any Net Cash Proceeds pursuant to this clause (o) are promptly applied to Section 10.4, the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of Parent Borrower or the definition of “applicable Subsidiary may apply such Net Cash Proceeds”; (p) the Borrower and Proceeds to temporarily reduce Indebtedness outstanding under any Restricted Subsidiaries may sell, transfer revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Borrower Credit Parties will not, and will not permit any of the their respective Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Borrower or the Restricted Subsidiaries) or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentscapital stock, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventorycash and other Permitted Investments, (ii) property no longer used or useful, or economically practicable to maintain, in the conduct of the business of the Borrower and the Restricted Subsidiaries (including allowing any registration or application for registration of any intellectual property that is no longer used or useful, or economically practicable to maintain, to lapse, go abandoned, or be invalidated) and (ii) used or surplus equipment, vehicles vehicles, inventory and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of other assets (each of the foregoing, a “Disposition”), excluding any Disposition of other than accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, receivable) for fair value, ; provided that (i) to the extent requiredtotal non-cash consideration received since the Signing Date in respect of any sales, the Net Cash Proceeds thereof to the Borrower transfers and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition dispositions pursuant to this clause (b) for a purchase price consideration in excess of $10,000,000, the Person making such Disposition 10,000,000 shall receive not be less than 75% of aggregate consideration received in such consideration in the form of cash sale, transfer or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingdisposition, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (ivii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.129.12 as Collateral to the extent the persons selling, transferring or disposing such asset was the Borrower or a Guarantor, (iii) to the extent applicable, the Net Cash Proceeds thereof received by the Borrower and its Restricted Subsidiaries are promptly applied to the prepayment and/or commitment reductions as provided for in Section 5.2, (iv) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing; (ic) the Borrower and the Restricted Subsidiaries may make Dispositions sales of assets to the Borrower or any other Credit Party and (ii) to any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, ; provided that with respect to any such Dispositions, sales to Restricted Subsidiaries that are not Guarantors (i) such sale, transfer or disposition shall be for fair value, (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in a Restricted Subsidiary that is not a Credit Party in accordance with Section 10.5 and (iii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12 as Collateral to the extent the persons selling, transferring or disposing such asset was the Borrower or a Guarantor; (d) the Borrower and or any Restricted Subsidiary may effect any transaction permitted by (x) Section 10.2(b) pursuant to clause (m) of the definition of “Permitted Lien” or (y) Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may sell or discount without recourse accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (f) the Borrower and its Restricted Subsidiaries may lease, or sublease, license any Real Estate or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions[reserved]; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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[reserved]; (i) the Borrower and the its Restricted Subsidiaries may make Dispositions exchange operating assets for other operating assets (including a combination of Investments in Merchant Acquisition assets and Processing Alliances (regardless cash and cash equivalents) related to a Permitted Business of comparable or greater market value or usefulness to the business of the form Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower, which in the event of legal entityan exchange of operating assets with a Fair Market Value in excess of (1) relating $20,000,000 shall be evidenced by an certificate of an Authorized Officer, and (2) $50,000,000 shall be set forth in a resolution approved in good faith by at least a majority of the board of directors of the Borrower; provided that the aggregate amount of assets exchanged pursuant to this Section 10.4(i) (determined based on the Fair Market Value thereof) shall not exceed $500,000,000; provided, further, that, to the extent any equity reallocation in connection with an asset or equity contributionoperating assets being exchanged constitute Collateral, the exchanging operating assets so received shall become Collateral upon the consummation of the exchange subject to the terms hereof; (j) customary Dispositions any disposition of cash and cash equivalents and/or the assignment of any rights and obligations under the Designated Target Transaction Agreements to any Designated Target Acquisition Vehicle, in connection with any Permitted Receivables Financingeach case, made as part of the Designated Target Transaction; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 any disposition of assets pursuant to the Original Credit Agreement (“Scheduled Dispositions”);any First Day Orders; and (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the its Restricted Subsidiaries may make Dispositions of accounts receivable sell Equity Interests in, or Indebtedness or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collectionsecurities of, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign an Unrestricted Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) above.

Limitation on Sale of Assets. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the a Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Parent Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assetsother than accounts receivable) in the ordinary course of business, and (ii) Permitted InvestmentsInvestments and Investment Grade Securities and (iii) assets for the purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Parent Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course; (b) the Parent Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable and inventory except in connection with the Disposition of any business to which such accounts receivable and inventory relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Parent Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.25.2 of the Term Loan Agreement, (ii) at the time the definitive agreement for after giving effect to any such Disposition is entered intosale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,0007,500,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Parent Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of the greater of (x) $100,000,000 80,000,000 and (y) 1.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and value, (iv) to the extent constituting proceeds of Collateral subject of a Disposition, any non-cash proceeds received are pledged to the Collateral Agent Agent; and (v) to the extent required under Section 9.12(A) the corporate credit rating of the Parent Borrower by S&P is not B or better and the corporate family rating of the Parent Borrower by Xxxxx’x is not B2 or better (in each case with no negative outlook) or (B) the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is equal to or greater than 3.50 to 1.00, the aggregate consideration for all Dispositions made pursuant to this clause (b) shall not exceed the greater of (1) $150,000,000 and (2) 2.5% of Consolidated Total Assets for all such transactions consummated after the Closing Date; (c) (i) the Parent Borrower and the Restricted Subsidiaries may make Dispositions to the Parent Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Parent Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, Dispositions for fair value to the extent that (i) the aggregate consideration for all such Dispositions consummated after the Closing Date does not exceed 3.5% of Consolidated Total Assets and (ii) the Net Cash Proceeds of any such Disposition are promptly applied to the prepayment of Term Loans as provided in Section 5.2 of the Term Loan Agreement without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (e) the Parent Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (ef) the Parent Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (fg) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (gh) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Existing DC Sale Leaseback transactions; (hi) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing[Reserved]; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a (i) Casualty Event or in connection with any condemnation proceeding with respect to Collateral upon receipt of the Net Cash Proceeds of such Casualty EventEvent or condemnation proceeding or (ii) in connection with any casualty event or any condemnation proceeding, in each case with respect to property that does not constitute Collateral; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, collection or compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Parent Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all such Dispositions made pursuant to this clause (o) shall consummated after the Closing Date does not exceed 153.5% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) any such Disposition are promptly applied to the prepayment of Term Loans as provided in Section 5.2 of the Term Loan Agreement without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”;; and (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose Disposition of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets asset between or among the Parent Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (po) above.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) conveyConvey, sell, lease, assign, ---------------------------- exchange, transfer or otherwise dispose of any of its property, business or assets (including receivablesincluding, Stock and Stock Equivalents of any other Person) without limitation, receivables and leasehold interests), whether now owned or hereafter acquired or interests but excluding Equity Interests of the Borrower) (iiincluding by way of a Sale and Leaseback Transaction) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and or issue or sell Equity Interests of any of the Restricted Subsidiaries may sell(other than in connection with its formation and then only to the Borrower or another Restricted Subsidiary), transfer in each case, whether by a single transaction or otherwise dispose a series of assets related transactions, to any Person (each of the foregoing, a “"Disposition”"), excluding any except: ------------ (a) Dispositions of property or assets (other than Equity Interests) between the Borrower and Wholly Owned Restricted Subsidiaries or between Wholly Owned Restricted Subsidiaries provided that in the case of the Borrower, such Disposition is -------- less than substantially all of accounts receivable except in connection with its assets; (b) the Disposition sale of any business to which such accounts receivable relate, for fair valuecapital stock of Unrestricted Subsidiaries; and (c) other Dispositions of property or assets (other than Equity Interests), provided that such Disposition is less than substantially all -------- of the assets of the Borrower or any Restricted Subsidiary, as the case may be, and provided further that all of the following conditions are -------- satisfied: (i) the Borrower or such Restricted Subsidiary receives consideration at the time of such Disposition at least equal to the extent requiredFair Market Value of the assets subject to such Disposition, as determined and approved by the Net Cash Proceeds thereof to Board of Directors of the Borrower in the case of such Dispositions with a Fair Market Value of $1,000,000 or more, and at least 80% of the consideration thereof received by the Borrower or such Restricted Subsidiaries are promptly applied to Subsidiary is in the prepayment form of Term Loans as provided for in Section 5.2cash, (ii) at the time the definitive agreement for any such Disposition is entered intoshall be on a non-recourse basis, except that the Borrower or such Restricted Subsidiary may make Permitted Sale Representations, (iii) no Default or Event of Default shall have occurred and be continuingcontinuing either before or immediately after the consummation of such transaction and (iv) the Borrower shall, (iiito the extent required, pay the proceeds to the Administrative Agent in accordance with Section 4.2(d) when and if due. -------------- Upon request by and at the expense of the Borrower, the Administrative Agent shall immediately release any Liens arising under the Security Documents with respect to any Disposition pursuant to this clause (b) for a purchase price Collateral which is sold or otherwise disposed of in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 compliance with the fair market value terms of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”8.5(b); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) above.. --------------

Limitation on Sale of Assets. The Borrower will not, Company shall not and will shall not permit any of the its Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatconsummate an Asset Sale unless: (a1) the Borrower and Company (or the Restricted Subsidiaries Subsidiary, as the case may sell, transfer be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investmentsdisposed of; (b2) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets such fair market value is (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iiia) with respect to any Disposition pursuant to this clause (b) for a purchase price transactions in excess of $10,000,0002.5 million, determined by the Person making such Disposition shall receive not Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officer’s certificate delivered to the Trustee and (b) with respect to transactions in excess of $1.0 million but less than or equal to $2.5 million, certified by an officer’s certificate delivered to the Trustee; and (3) at least 75% of the consideration therefor received by the Company or such consideration Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Permitted Investments; provided that for Replacement Assets or a combination of any of the three. For purposes of this subclause (iii) provision, each of the following shall be deemed to be cash: : (Aa) any liabilities (as shown on the BorrowerCompany’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes theretosheet) of the Borrower Company or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms (1) subordinated to the payment in cash Notes or any Subsidiary Guarantee and liabilities that are owed to the Company or any Affiliate of the Obligations or (2Company) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect of any such assets pursuant to a customary written novation agreement that releases the applicable Disposition and for which the Borrower and all of the Company or such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, Subsidiary from further liability; and (Bb) any securities securities, notes or other obligations received by the Person making Company or any such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Company or such Person Restricted Subsidiary into cash (to the extent of the cash receivedreceived in that conversion) within 180 sixty (60) days following of receipt. Within 360 days after the closing receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (1) to repay Indebtedness secured by such assets and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (2) to purchase Replacement Assets or to make a capital expenditure. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds.” Within thirty (30) days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an “Asset Sale Offer” to all Holders and all holders of other Indebtedness that is pari passu with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount of the Notes being purchased plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Sale Offer shall remain open for a period of 20 Business Days or such longer period as may be required by applicable Dispositionlaw (the “Offer Period”). On the Purchase Date (as defined below), the Company shall purchase the principal amount of Notes required to be purchased pursuant to the immediately preceding paragraph above (Cthe “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Designated Non-Cash Consideration received by Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person making in whose name a Note is registered at the close of business on such Disposition having an record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Within thirty (30) days after the aggregate fair market valueamount of Excess Proceeds exceeds $10.0 million, taken together with the Company shall send, by first class mail, a notice to the Trustee and each of the Holders. The notice shall contain all other Designated Non-Cash Consideration received instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to this Section 10.4(b4.11 and the length of time the Asset Sale Offer shall remain open; (2) the Offer Amount, the purchase price and the purchase date (which shall be no earlier than 20 Business Days nor later than thirty (30) Business Days from the date such notice is mailed, other than as may be required by law, the “Purchase Date”); (3) that is any Note not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer such Holder’s interest in the Note by book-entry transfer, to the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (7) that time outstandingHolders shall be entitled to withdraw their election if the Paying Agent receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall, subject to the provisions of this Section 4.11, select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in excess denominations of $100,000,000 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 1,000, or integral multiples thereof, shall be purchased); and (9) that Holders whose Notes were purchased only in value and (iv) any non-cash proceeds received are pledged part shall be issued new Notes equal in principal amount to the Collateral Agent unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent required under Section 9.12; (i) the Borrower lawful and the Restricted Subsidiaries may make Dispositions subject to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not provisions of this Section 4.11, accept for payment on a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (ior portions thereof) such property is exchanged were accepted for credit against payment by the purchase price Company in accordance with the terms of similar replacement property this Section 4.11. The Paying Agent shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or (ii) the proceeds of such Disposition are applied deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such replacement propertyHolder, as the case may be, and accepted by the Company for purchase, and the Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in each case under Section 1031 a principal amount at maturity equal to any unpurchased portion of the Code Note surrendered. Any Note not so accepted shall be promptly mailed or otherwise; (g) delivered by the Borrower and Company to the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) respective Holder thereof. The Company shall publicly announce the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless results of the form Asset Sale Offer on the Purchase Date. The Company shall comply with the requirements of legal entity) Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements such laws and similar binding arrangements; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation regulations are applicable in connection with each repurchase of Notes pursuant to an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to Asset Sale Offer. To the extent that (i) the aggregate consideration for all Dispositions made pursuant to provisions of any securities laws or regulations conflict with the Asset Sales provisions of this clause (o) Indenture, the Company shall comply with the applicable securities laws and regulations and shall not exceed 15% be deemed to have breached its obligations under the Asset Sale provisions of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds this Indenture by virtue of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovesuch compliance.

Limitation on Sale of Assets. The Borrower will notExcept as permitted or contemplated by this Agreement or any other Loan Document, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose Dispose of any of its property, business or assets Domestic Assets with a book value (including receivables, Stock and Stock Equivalents of in combination with any other PersonDomestic Assets sold in the same or any related transaction) and leasehold interests)in excess of $25,000,000, whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentsacquired, except thatthat the Company or any of its Subsidiaries may Dispose of: (a) assets between the Borrower Company and any Subsidiary or between any two or more Subsidiaries, other than a Disposition of assets made by the Restricted Subsidiaries may sell, transfer Company or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investmentsany Subsidiary Guarantor to a Subsidiary that is not a Subsidiary Guarantor; (b) the Borrower and the Restricted Subsidiaries may sell, transfer obsolete or otherwise dispose worn out property or property (including inventory) Disposed of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (fc) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) to the extent Domestic Assets, provided that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for book value of all Dispositions made pursuant such Domestic Assets in all such transactions after giving pro forma effect to this clause (o) such Disposal shall not exceed 1525% of Consolidated Total Assets since (determined as of the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made most recent fiscal quarter for which financial statements shall have been delivered pursuant to this clause (oSection 5.01(a) are promptly applied to or 5.01(b) and calculated by aggregating the prepayment percentage of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) Consolidated Total Assets represented by each Disposal at the time of the definition of “Net Cash Proceeds”such Disposal); (pd) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary Sold Receivables Assets pursuant to any other Foreign SubsidiaryReceivables Purchase Facility; (e) assets sold in the context of sale-leaseback transactions permitted under Section 6.09; (f) asset sales permitted under Section 6.03(c); and (qg) Dispositions of assets constituting investments permitted by Sections 6.04(g) and 6.04(h); provided that all Dispositions permitted under this Section 6.08 (other than those permitted by clauses (a), (d) and (g) above) shall be made for fair value and for at least 75% cash consideration. To the Borrower and extent the Restricted Subsidiaries may make Dispositions Required Lenders waive the provisions of this Section 6.08 with respect to the Disposition of any assets between or among any assets are Disposed of as permitted by this Section 6.08, such assets (unless sold, leased, transferred or otherwise disposed of to a Loan Party) shall be Disposed of free and clear of the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveLiens created by the Security Documents.

Limitation on Sale of Assets. (a) The Borrower will Company shall not, and will shall not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (i) conveyat least 75% of the consideration from such Asset Sale consists of (A) cash or Cash Equivalents, sell(B) the assumption of Senior Debt or Senior Guarantor Debt or other liabilities (other than Subordinated Debt) by the party acquiring the assets from the Company or any Restricted Subsidiary, lease(C) Replacement Assets, assign(D) Designated Noncash Consideration, transfer or otherwise dispose (E) a combination of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, foregoing; and (ii) Permitted Investments; (b) the Borrower and the Company or such Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) Subsidiary receives consideration at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in Asset Sale at least equal to the form Fair Market Value of cash the shares or Permitted Investmentsassets subject to such Asset Sale; provided that for any notes, securities or other obligations received by the purposes Company or any such Restricted Subsidiary from any transferee of this subclause (iii) assets from the following Company or such Restricted Subsidiary that are converted, sold or exchanged by the Company or such Restricted Subsidiary into cash at Fair Market Value within 90 days after receipt shall be deemed to be cashcash for purposes of this provision. (b) If: (A) any liabilities (as shown on the Borrower’s all or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) a portion of the Borrower or such Restricted Subsidiary, other than liabilities that Net Cash Proceeds of any Asset Sale are by their terms not applied to (1) subordinated to the payment in cash permanent repayment of the Obligations any term Senior Debt or Senior Guarantor Debt then outstanding, (2) not secured by the assets that are repayment of any outstanding borrowings under any revolving credit facilities constituting Senior Debt or Senior Guarantor Debt and the subject corresponding reduction of such Disposition, that are assumed by the transferee commitments with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writingthereto, or (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i3) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any permanent reduction of Debt of a Restricted Subsidiary that is not a Credit Party Guarantor, or (B) no such Senior Debt or Senior Guarantor Debt which requires prepayment is then outstanding (or such prepayment is waived), then the Company or a Restricted Subsidiary may make Dispositions within 365 days of the Asset Sale invest the Net Cash Proceeds in Replacement Assets. The amount of such Net Cash Proceeds not used to prepay Senior Debt or Senior Guarantor Debt or invested within 365 days of the Asset Sale as set forth in this paragraph constitutes “Excess Proceeds.” The Company or such Restricted Subsidiary shall be deemed to have complied with its obligations under this Section 10.12(b) if it enters into a binding commitment to acquire Replacement Assets prior to 365 days after the receipt of the applicable Net Cash Proceeds and such acquisition of Replacement Assets is consummated prior to 545 days after the date of receipt of the applicable Net Cash Proceeds; provided that upon any abandonment or termination of such commitment, the Net Cash Proceeds not so applied shall constitute Excess Proceeds and be applied as set forth below. (c) When the aggregate amount of Excess Proceeds exceeds $50,000,000, the Company shall apply the Excess Proceeds to the Borrower or repayment of the Securities and any other SubsidiaryPari Passu Debt outstanding with similar provisions requiring the Company to make an offer to purchase such Debt with the proceeds from any Asset Sale as follows: (A) the Company shall make an offer to purchase (an “Offer”) from all holders of the Securities in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed in amounts of $2,000 and integral multiples of $1,000 in excess thereof) of Securities that may be purchased out of an amount (the “Security Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, provided the numerator of which is the outstanding principal amount of the Securities, and the denominator of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Debt (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Securities tendered); and (B) to the extent required by such Pari Passu Debt to permanently reduce the principal amount of such Pari Passu Debt, the Company shall make an offer to purchase or otherwise repurchase or redeem Pari Passu Debt (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Security Amount. However, in no event shall the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of such Pari Passu Debt plus the amount of any premium required to be paid to repurchase such Pari Passu Debt. The offer price for the Securities shall be payable in cash in an amount equal to 100% of the principal amount of the Securities plus accrued and unpaid interest, if any, to the date (the “Offer Date”) such Offer is consummated (the “Offered Price”), in accordance with the procedures set forth herein. To the extent that the aggregate Offered Price of the Securities tendered pursuant to the Offer is less than the Security Amount relating to the tendered Securities or the aggregate amount of Pari Passu Debt that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and Pari Passu Debt surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis; provided, that, in the case of Securities issued in global form, beneficial interests in such Securities shall be repurchased on a pro rata basis based on amounts tendered only if such proration is consistent with respect to any such Dispositionsthe applicable procedures of the Depositary; otherwise, such sale, transfer or disposition beneficial interests shall be selected for fair value;repurchase in accordance with such procedures. Upon the completion of the purchase of all the Securities tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (d) If the Borrower Company becomes obligated to make an Offer pursuant to paragraph (c) above, the Securities (in amounts of $2,000 and any Restricted Subsidiary integral multiples of $1,000 in excess thereof) and the Pari Passu Debt shall be purchased by the Company, at the option of the holders thereof, in whole or in part, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may effect any transaction permitted by Section 10.3, 10.5 or 10.6;be necessary for the Company to comply with the requirements under the Exchange Act. (e) The Company shall comply with the Borrower applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer. To the Restricted Subsidiaries may leaseextent that the provisions of any securities laws or regulations conflict with this Section 10.12, sublease, license or sublicense real, personal or intellectual property in the ordinary course Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 10.12 by virtue of business;such compliance. (f) Subject to paragraph (e) above, within 30 days after the Borrower date on which the amount of Excess Proceeds equals or exceeds $50,000,000, the Company shall send or cause to be sent by first-class mail, postage prepaid (or such other method prescribed by DTC or any other Depositary), to the Trustee and to each Holder, at his address appearing in the Security Register, a notice stating or including: (i) that the Holder has the right to require the Company to repurchase, subject to proration, such Holder’s Securities at the Offered Price; (ii) the Offer Date; (iii) the instructions a Holder must follow in order to have his Securities purchased in accordance with paragraph (c) of this Section; (iv) Offered Price; (v) the names and addresses of the Paying Agent and the Restricted Subsidiaries may make Dispositions offices or agencies referred to in Section 10.2; (vi) that Securities must be surrendered prior to the Offer Date to the Paying Agent at the office of property the Paying Agent or to an office or agency referred to in Section 10.2 to collect payment; (including like-kind exchangesvii) that any Securities not tendered will continue to accrue interest and that unless the Company defaults in the payment of the Offered Price, any Security accepted for payment pursuant to the Offer will cease to accrue interest on and after the Offer Date; (viii) the procedures for withdrawing a tender; and (ix) that the Offered Price for any Security which has been properly tendered and not withdrawn and which has been accepted for payment pursuant to the Offer will be paid promptly following the Offer Date. (g) Holders electing to have Securities purchased hereunder shall be required to surrender such Securities at the address specified in the notice prior to the Offer Date. Holders shall be entitled to withdraw their election to have their Securities purchased pursuant to this Section 10.12 if the Company receives, not later than one Business Day prior to the Offer Date, a telex, facsimile transmission or letter setting forth (1) the name of the Holder, (2) the certificate number of the Security in respect of which such notice of withdrawal is being submitted, (3) the principal amount of the Security (which shall be $2,000 or an integral multiple of $1,000 in excess thereof) delivered for purchase by the Holder as to which his election is to be withdrawn, (4) a statement that such Holder is withdrawing his election to have such principal amount of such Security purchased, and (5) the principal amount, if any, of such Security (which shall be $2,000 or an integral multiple of $1,000 in excess thereof) that remains subject to the original notice of the Offer and that has been or shall be delivered for purchase by the Company. (h) The Company shall (i) not later than the Offer Date, accept for payment Securities or portions thereof tendered pursuant to the Offer, (ii) not later than 10:00 a.m. (New York time) on the Offer Date, deposit with the Trustee or with a Paying Agent an amount of money in same day funds (or New York Clearing House funds if such deposit is made prior to the Offer Date) sufficient to pay the aggregate Offered Price of all the Securities or portions thereof which are to be purchased on that date and (iii) not later than 10:00 a.m. (New York time) on the Offer Date, deliver to the Paying Agent an Officer’s Certificate stating the Securities or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the Offered Price of the Securities purchased from each such Holder, and the Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so accepted shall be promptly mailed or delivered by the Paying Agent at the Company’s expense to the Holder thereof. For purposes of this Section 10.12, the Company shall choose a Paying Agent which shall not be the Company. Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by them for the payment of the Offered Price; provided, however, that (x) to the extent that the aggregate amount of cash deposited by the Company with the Trustee in respect of an Offer exceeds the aggregate Offered Price of the Securities or portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (iy) unless otherwise directed by the Company in writing, promptly after the Business Day following the Offer Date the Trustee shall return any such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are applied excess to the purchase price of such replacement propertyCompany together with interest or dividends, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) to the extent required byif any, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;thereon. (i) Securities to be purchased shall, on the Borrower Offer Date, become due and payable at the Offered Price and from and after such date (unless the Company shall default in the payment of the Offered Price) such Securities shall cease to bear interest. Such Offered Price shall be paid to such Holder promptly following the later of the Offer Date and the Restricted Subsidiaries time of delivery of such Security to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner required. Upon surrender of any such Security for purchase in accordance with the foregoing provisions, such Security shall be paid by the Company at the Offered Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Offer Date shall be payable to the Person in whose name the Securities (or any Predecessor Securities) is registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 3.7; provided, further, that Securities to be purchased are subject to proration in the event the Excess Proceeds are less than the aggregate Offered Price of all Securities tendered for purchase, with such adjustments as may make Dispositions be appropriate by the Trustee so that only Securities in denominations of Investments $2,000 or integral multiples of $1,000 in Merchant Acquisition excess thereof, shall be purchased. If any Security tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the Trustee or a Paying Agent in accordance with paragraph (h) above, the principal thereof (and Processing Alliances premium, if any, thereon) shall, until paid, bear interest from the Offer Date at the rate borne by such Security. Any Security that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (regardless with, if the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Security Registrar or the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, one or more new Securities of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the form principal amount of legal entity) relating to any equity reallocation in connection with an asset the Security so surrendered that is not purchased. The Company shall publicly announce the results of the Offer on or equity contribution;as soon as practicable after the Offer Date. (j) customary Dispositions in connection with If the Offer Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any Permitted Receivables Financing; (k) the Borrower accrued and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 unpaid interest, if any, to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing Offer Date, shall be paid to the Borrower or any Restricted Subsidiary Person in connection with whose name a Security is registered at the collectionclose of business on such Regular Record Date, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business no additional interest shall be payable to which such accounts receivable relate), for fair value Holders pursuant to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) aboveOffer.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, (ix) convey, sell, lease, sell and leaseback, assign, transfer (including any Production Payments and Reserve Sales) or otherwise dispose (each of the foregoing a “Disposition”) of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsEquity Interests, except that: (a) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose Dispose of (i) inventoryinventory and other goods held for sale, including Hydrocarbons, obsolete, worn out, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assetsother than accounts receivable) in the ordinary course of business, business and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sellDispose of any Borrowing Base Properties (or of any Subsidiary owning Borrower Base Properties) for Fair Market Value; provided, transfer or otherwise dispose that if the aggregate PV-9 value of assets all such Borrowing Base Properties Disposed of since the later of (each x) the last Scheduled Redetermination Date and (y) the last adjustment of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition Variable Amount made pursuant to this clause Section 2.14(g) exceeds ten percent (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto10.0%) of the Borrower or such Restricted Subsidiarythen-effective Variable Amount and/or Fixed Amount, other then no later than liabilities that are by their terms (1) subordinated to two Business Days after the payment in cash date of the Obligations or (2) not secured by the assets that are the subject consummation of any such Disposition, that are assumed by the transferee with respect Borrower shall provide notice to the applicable Administrative Agent of such Disposition and for which the Borrower Borrowing Base Properties so Disposed and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors Variable Amount and/or Fixed Amount may be adjusted in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 accordance with the fair market value provisions of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.122.14(g); (ic) the Borrower and the Restricted Subsidiaries may make Dispositions Dispose of property or assets to the Borrower or any other to a Restricted Subsidiary; provided that if the transferor of such property is a Credit Party and (i) the transferee thereof is a Credit Party or (ii) any Restricted Subsidiary that such transaction is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair valuepermitted under Section 10.5; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.310.2, 10.3 (other than Section 10.3(g)), 10.5 (other than Section 10.5(w)) or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; provided that, with respect to intellectual property, the Borrower or any of its Restricted Subsidiaries receives (or retains) a license or other ownership rights to use such intellectual property; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) of property (other than Borrowing Base Properties) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant Hydrocarbon Interests to Permitted Sale Leaseback transactionswhich no Proved Reserves are attributable and Farm-Out Agreements with respect to undeveloped acreage to which no Proved Reserves are attributable and assignments in connection with such Farm-Out Agreements; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution[Reserved]; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt or in connection with any condemnation proceeding with respect to Collateral; (k) Dispositions or discounts without recourse of accounts receivable in true sale transactions (i) in connection with the Net Cash Proceeds collection or compromise thereof or (ii) to the extent the proceeds thereof are used to prepay any Loans then outstanding; (l) the unwinding or termination of such Casualty Eventany Hedge Agreement (subject to the terms of Section 2.14(f)); (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable Oil and Gas Properties or other obligations owing to any interest therein, or the Borrower or Equity Interests of any Restricted Subsidiary or of any Minority Investment owning Oil and Gas Properties, that are not Borrowing Base Properties and other assets not included in connection with the collection, compromise or realization thereofBorrowing Base; (n) any issuance or sale of Equity Interests in, or sale of 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 Borrower and the Restricted Subsidiaries may effect the unwinding Equity Interests of any Hedge Agreementsuch Unrestricted Subsidiary); (o) any swap of assets in exchange for services or assets of the same type 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 Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) management of the definition of “Net Cash Proceeds”Borrower; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and[Reserved]; (q) the Borrower and the Restricted Subsidiaries may make Dispositions Disposition of any assets asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a transaction permitted by Section 10.3, or in connection with an Investment otherwise permitted pursuant to Section 10.5 or a Disposition otherwise permitted pursuant to clauses (a) through (p) above; and (r) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial intellectual property rights. To the extent any Collateral is Disposed of as expressly permitted by this Section 10.4 to any Person other than a Credit Party, such Collateral shall be sold free and clear of the Liens created by the Credit Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing at Borrower’s sole cost and expense.

Limitation on Sale of Assets. The Borrower Each Loan Party will not, and will not permit any of the its Restricted Subsidiaries to, (ix) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation of any assets of such Loan Party or the Restricted Subsidiaries) or (iiy) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalentsother Equity Interests of any Restricted Subsidiary, except that: (a) the Borrower (x) any Loan Party and the Restricted Subsidiaries (other than the Unit Subsidiary) may sell, lease, transfer or otherwise dispose of (i) inventoryInventory, Equipment, and Rental Equipment in the Ordinary Course of Business, (ii) used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course Ordinary Course of business, Business and (iiiii) Permitted InvestmentsInvestments and (y) the Unit Subsidiary may sell or lease Non-Certificated Units from time to time held by the Unit Subsidiary to WS or any other US Loan Party pursuant to the Master Lease Agreements; provided, that in the case of any such sale the respective Non-Certificated Units are contemporaneously sold to a third party as provided in subclause (a)(x) above; (b) the Borrower any Loan Party and the Restricted Subsidiaries (other than the Unit Subsidiary) may sell, transfer or otherwise dispose of assets (collectively, each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, ) for fair value, provided that provided, that: (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of the greater of (x) $10,000,000120,000,000 and (y) 2.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, the Person making such Disposition Loan Party or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or cash, Permitted Investments; provided , assets of the type that for would be included in the purposes Borrowing Base not to exceed $250,000,000 in fair market value over the term of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s Agreement, or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making (provided, (x) such Disposition having Designated Non-Cash Consideration shall not have an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b9.2.4(b) that is at that time outstanding, not in excess of $100,000,000 5% of Consolidated Total Assets as of the last day of the most recently ended Test Period at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and (ivy) any non-cash proceeds received are pledged liabilities of such Loan Party or other Restricted Subsidiary (as shown on such Loan Party or other Restricted Subsidiary’s most recent balance sheet or in the notes thereto or, if incurred, increased or decreased subsequent to the Collateral Agent date of such balance sheet, such liabilities that would have been reflected on such balance sheet had it taken place on the date of such balance sheet), other than liabilities that are by their terms subordinated to the Obligations, that are assumed by the transferee (or a third party on its behalf) of the assets subject to such Disposition pursuant to an agreement that releases or indemnifies such Loan Party or other Restricted Subsidiary (or a third party on behalf of the transferee) from further liability, and any notes or other obligations or other securities or assets received by such Loan Party or other Restricted Subsidiary from such transferee that are converted into cash within 180 days of receipt thereof (to the extent required under Section 9.12of cash received), shall each be deemed to be a Permitted Investment for purposes of this clause (b)(i)); (iii) if the purchase price for Specified Assets (as reasonably determined by the Administrative Borrower) exceeds the greater of (x) $120,000,000 and (y) 2.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, or if the assets so sold constitute the Stock or all or a substantial portion of the assets of any Loan Party, the Administrative Borrower shall deliver an updated Borrowing Base Certificate, giving effect to such Disposition and showing compliance with the applicable Borrowing Base; and (iii) after giving effect to any such Disposition, no Event of Default shall have occurred and be continuing; (c) any Loan Party and the Restricted Subsidiaries (other than the Unit Subsidiary) may make Dispositions a Disposition of assets to the Borrower any Loan Party or any other Credit Party and (ii) to any Restricted Subsidiary that is not a Credit Party may make Dispositions to (other than the Borrower or any other Unit Subsidiary), provided that with respect to any such Dispositionssales by US Loan Parties to Non-US Loan Parties and any such sales by Loan Parties to Restricted Subsidiaries that are not Loan Parties, (i) such sale, transfer or disposition shall be for fair value, (ii) if the purchase price for Specified Assets (as reasonably determined by the Administrative Borrower) exceeds the greater of (x) $120,000,000 and (y) 2.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period, or if the assets so sold constitute the Stock or all or a substantial portion of the assets of any Loan Party, the Administrative Borrower shall deliver an updated Borrowing Base Certificate, giving effect to such Disposition and showing compliance with the applicable Borrowing Base, and (iii) after giving effect to any such Disposition, no Event of Default shall have occurred and be continuing; (d) the Borrower any Loan Party and any Restricted Subsidiary may effect any transaction permitted by Section 10.39.2.2, 10.5 9.2.3 (other than pursuant to the carveout in the introductory paragraph thereof), 9.2.5 (other than Section 9.2.5(i) and Section 9.2.5(j)) or 10.69.2.6; (e) in addition to selling or transferring accounts receivable pursuant to the Borrower other provisions hereof, Loan Parties and the Restricted Subsidiaries (other than the Unit Subsidiary) may sell or discount without recourse Accounts arising in the Ordinary Course of Business in connection with the compromise or collection thereof consistent with such Person’s current credit and collection practices; (f) any Loan Party and any Restricted Subsidiary (other than the Unit Subsidiary) may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course Ordinary Course of businessBusiness; (fg) any Loan Party and any Restricted Subsidiary (other than the Borrower and the Restricted Subsidiaries Unit Subsidiary) may make Dispositions sales, transfers and other dispositions of property (including like-kind exchanges) 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, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) any Loan Party and any Restricted Subsidiary (other than the Borrower and the Restricted Subsidiaries Unit Subsidiary) may make Dispositions sales, transfers and other dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) any Loan Party and any Restricted Subsidiary (other than the Borrower and the Restricted Subsidiaries Unit Subsidiary) may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contributionPermitted Sale Leasebacks permitted under Section 9.2.8; (j) customary any Restricted Subsidiary that is not a Loan Party and is domiciled outside of Canada, the UK and the US may make Dispositions of Accounts, Chattel Paper and Related Assets to a Receivables Entity so long as the requirements included in connection with any Permitted the definition of Qualified Receivables FinancingTransaction have been satisfied; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”)of Equity Interests of, or sales of Indebtedness of, Unrestricted Subsidiaries; (l) transfers Dispositions made to comply with any order of property subject to a Casualty Event upon receipt any anti-trust agency of the Net Cash Proceeds of such Casualty Event;US federal government or any state anti-trust authority or other anti-trust regulatory body or any applicable anti-trust law; and (m) other Dispositions involving assets having a fair market value (as reasonably determined by the Administrative Borrower and at the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary time thereof) in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause since the Closing Date of not more than the greater of (ox) shall not exceed 15$180,000,000 and (y) 3.0% of Consolidated Total Assets since as of the Original Closing Date and (ii) last day of the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied most recently ended Test Period. Notwithstanding anything to the prepayment of Term Loans as provided contrary contained above, (x) in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer no event shall WS sell or otherwise dispose of any Foreign of its interests in the Unit Subsidiary (other than to another US Loan Party) and (y) in no event shall the Unit Subsidiary transfer any Non-Certificated Units or any interest therein (except for the sale or lease thereof pursuant to the Master Lease Agreements, provided, that in the case of any such sale the respective Non-Certificated Units are contemporaneously sold to a third party pursuant to Section 9.2.4(a)(x)) to any Loan Party or any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovePerson).

Limitation on Sale of Assets. (i) The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) Person and leasehold interests), whether now owned as of the Original Closing Date or hereafter thereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Parent Borrower or the Restricted Subsidiaries) and (ii) sell to any Person (other than the Parent Borrower or a Guarantor) any shares owned by it of will not permit any Restricted Subsidiary’s Subsidiary to issue any Stock and Stock Equivalents, except thatexcept, in each case: (a) the Parent Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, business and (ii) Permitted Investments; (b) Restricted Subsidiaries may issue Stock and Stock Equivalents and the Parent Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any a Disposition of accounts receivable receivable, except in connection with the Disposition of any business to which such accounts receivable relate, for fair valuevalue in an aggregate amount pursuant to this clause (b), when aggregated with the amount of Permitted Sale Leaseback Transactions consummated pursuant to Section 10.4(h), not to exceed $6,600,000,000, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000100,000,000, the Parent Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this clause (i) the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Parent Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Parent Borrower or such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) and Section 10.4(c) that is at that time outstanding, shall not be in excess of the sum of (x) 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, plus (y) $100,000,000, 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, (ii) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions), the Parent Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such sale, transfer or disposition, with the covenant set forth in Section 10.9 of the CF Agreement for the most recently ended Test Period and (iii) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing; (c) the Parent Borrower and the Restricted Subsidiaries may make Dispositions to the Parent Borrower or to any Restricted Subsidiary, provided that with respect to any such Dispositions (x) from Borrowers to Restricted Subsidiaries that are not Borrowers, (y) from 1993 Indenture Restricted Subsidiaries to the Parent Borrower or any Restricted Subsidiary that is not a 1993 Indenture Restricted Subsidiary or (z) from Restricted Subsidiaries that are not Borrowers or 1993 Indenture Restricted Subsidiaries to any Borrower or 1993 Indenture Restricted Subsidiary (i) such sale, transfer or disposition shall be for fair value and (ii) with respect to any Disposition pursuant to this clause (c) for a purchase price in excess of $100,000,000, the Person making such Disposition shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that for the purposes of this subclause (iiiii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionObligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Parent Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Person making such Disposition from the purchaser that are converted by such Person into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, and (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(c) and Section 10.4(b) that is at that time outstanding, shall not be in excess of the sum of (x) 1.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, plus (y) $100,000,000 100,000,000, 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 (iv) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Parent Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6 (including the making of any “dividend” (as defined in Section 10.6) by any Subsidiary); (e) Dispositions of accounts receivable and related assets of 1993 Indenture Restricted Subsidiaries to ABL Entities; (f) the Parent Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (fg) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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, in each case under Section section 1031 of the Code or otherwise; (gh) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactionstransactions in an aggregate amount pursuant to this clause (h) when aggregated with the amount of Dispositions made pursuant to clause (b) above not to exceed $6,600,000,000; (hi) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower dispositions of Stock and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 Stock Equivalents of any Subsidiary or joint venture for fair market value to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary Facility Syndication Partners in connection with any Syndication; provided that the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding fair market value of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made amount of Stock and Stock Equivalents disposed of pursuant to this clause (ok) with respect to any individual Subsidiary (and not subsequently repurchased or redeemed by the Parent Borrower or any Restricted Subsidiary) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary$5,000,000; and (ql) the Borrower and the Restricted Subsidiaries may make Dispositions a Disposition of any assets asset between or among the Parent Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (pk) above.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) the Borrower and or such Restricted Subsidiary, as the Restricted Subsidiaries case may sellbe, transfer receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each have a Fair Market Value in excess of the foregoing, greater of (a) $50,000,000 and (b) 1.5% of Consolidated Total Assets for the most recently ended Test Period (calculated on a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (iiPro Forma Basis) at the time the definitive agreement for of such Disposition is entered intodisposition, no Default or Event of Default shall have occurred and be continuing, either (iiiA) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than at least 75% of the aggregate consideration therefor received by the Borrower or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted Investments; provided that for Cash Equivalents or (B) at least 50% of the purposes of this subclause (iii) the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of 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 Net Cash Proceeds received pursuant to this clause (B) must be used to repay the Loans in accordance with Section 5.2(a) within three (3) Business Days of receipt thereof and without giving effect to clause (d) of the definition of Net Cash Proceeds); provided that the amount of: (i) any liabilities (as reflected on the Borrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such consolidated balance sheet, as determined in good faith by the Borrower) of the Borrower, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionLoans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with respect the transactions relating to the applicable Disposition such Asset Sale) and for which the Borrower and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, ; (Bii) any securities securities, notes or other obligations or assets received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms subordinated to the applicable DispositionLoans, that are of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; and (Civ) any Designated Non-Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (iv) that is at that time outstanding, not in excess to exceed the sum of (i) the greater of $100,000,000 210,000,000 and 6% of Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Consideration, (ii) at the election of the Borrower, the General Asset Sale Exception (less any amount used under such exception) and (iii) at the election of the Borrower, the Available Amount (less any amount used thereunder), with the fair market value 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 value, shall be deemed to be cash for purposes of this clause (b) of this provision and (iv) any non-cash proceeds received are pledged to for no other purpose. Within the Collateral Agent to Reinvestment Period after the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower Borrower’s or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon ’s receipt of the Net Cash Proceeds of any Asset Sale, the Borrower or such Casualty Event;Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale: (mi) to prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i); and/or (ii) to make investments in the Borrower and its Subsidiaries; provided that the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing will be deemed to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Cash Proceeds, the Borrower or any such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement or letter of intent to consummate any such investment described in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Borrower or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (c) Pending the final application of all Dispositions made any Net Cash Proceeds pursuant to this clause (o) are promptly applied to covenant, the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of Borrower or the definition of “applicable Restricted Subsidiary may apply such Net Cash Proceeds”; (p) Proceeds temporarily to reduce Indebtedness outstanding under the Borrower and ABL Facility or any Restricted Subsidiaries may sell, transfer other revolving credit facility or otherwise dispose of invest such Net Cash Proceeds in any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.

Limitation on Sale of Assets. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of the Restricted Subsidiaries to, directly or indirectly, (i) convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from a Recovery Event), or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock EquivalentsCapital Stock, except that: (a) Holdings (solely in the case of clause (iii)), the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of the following in the ordinary course of business: (i) obsolete, worn-out, used or surplus assets to the extent such assets are not necessary for the operation of the Borrower’s and its Subsidiaries’ business; (ii) inventory and goods held for sale or other immaterial assets; and (iii) cash and Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may lease, sublease, license (or cross-license) (on a non-exclusive basis with respect to intellectual property or on an exclusive basis with respect to intellectual property if done in the ordinary course of business consistent with past practice) or sublicense (or cross-sublicense) (on a non-exclusive basis with respect to intellectual property or on an exclusive basis with respect to intellectual property if done in the ordinary course of business consistent with past practice) real or personal property in the ordinary course of business; (c) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of other than accounts receivable except in connection with the a Disposition of any business to which such accounts receivable relate, ) (each a “Disposition”) for fair value, Fair Market Value; provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to this clause (bSection 9.4(c) for a purchase price in excess of $10,000,0005,000,000, Holdings, the Person making such Disposition Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Permitted Investments; provided that that, for the purposes of determining what constitutes cash under this subclause clause (iii) the following shall be deemed to be cash: i), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such DispositionObligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, writing and (B) any securities received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, (C) any Designated Non-Cash Consideration received by the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(b) that is at that time outstanding, not in excess of $100,000,000 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 (ivii) any non-cash proceeds received in the form of Indebtedness or Capital Stock are pledged to the Collateral Agent to the extent required under Section 9.128.11, (iii) after giving effect to any such Disposition, no Default or Event of Default shall have occurred and be continuing; (iv) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such Disposition (including the prepayment of Indebtedness with the proceeds of such Disposition), with the covenants set forth in Section 9.11, as such covenants are recomputed as at the last day of the most recently ended Test Period as if such Disposition had occurred on the first day of such Test Period, (v) the aggregate amount of consideration received from all Dispositions under this Sections 9.4(c), when combined with the aggregate amount of Permitted Sale Leasebacks consummated pursuant to Section 9.4(g), shall not exceed $300,000,000 for all transactions consummated after the Closing Date and (vi) to the extent applicable, the Net Cash Proceeds thereof are promptly offered to prepay the Term Loans as required by Section 4.2(a)(i) (it being understood that, to the extent that the aggregate amount of Net Cash Proceeds from all Dispositions made pursuant to Section 9.4(c) and Permitted Sale Leasebacks consummated pursuant to Section 9.4(g) from the Closing Date to the date of such disposition exceeds $150,000,000, all Net Cash Proceeds in excess of such amount shall be promptly offered to prepay the Term Loans and may not be reinvested in the business of the Borrower or its Subsidiaries); (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower sell or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property discount without recourse accounts receivable arising in the ordinary course of business; (f) business in connection with the Borrower compromise or collection thereof and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code sell or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) 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; (i) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of transfer account receivables so long as the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since the Original Closing Date and (ii) the Net Cash Proceeds of all Dispositions made pursuant to this clause (o) thereof are promptly applied to the prepayment of the Term Loans as provided in pursuant to Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”4.2(a)(i); (pe) Holdings, the Borrower and any the Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary property or assets to any other Foreign Holdings, the Borrower or to a Restricted Subsidiary; and provided that if the transferor of such property is a Guarantor or the Borrower (qi) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among transferee thereof must either be the Borrower and/or its Restricted Subsidiaries as or a substantially concurrent interim Disposition in connection with a Disposition otherwise Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted pursuant to clauses (a) through (p) above.under Section 9.5;

Limitation on Sale of Assets. The Borrower will notNeither the Company nor the Parent shall, and will not neither the Company nor the Parent shall permit any of the their respective Restricted Subsidiaries to, conduct an Asset Sale, unless (ix) conveythe Company, sell, lease, assign, transfer the Parent or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: (a) as the Borrower and the Restricted Subsidiaries case may sellbe, transfer or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose of assets (each of the foregoing, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) receives consideration at the time of such Asset Sale at least equal to the definitive agreement for such Disposition is entered into, no Default fair market value of the assets sold or Event otherwise disposed of Default shall have occurred (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and be continuing, (iiiy) with respect to any Disposition pursuant to this clause (b) for a purchase price in excess of $10,000,000, the Person making such Disposition shall receive not less than at least 75% of the consideration therefor received by the Company, the Parent or such consideration Restricted Subsidiary, as the case may be, is in the form of cash or Permitted InvestmentsCash Equivalents; provided provided, however, that, with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of those hotel properties if that for Indebtedness is secured by a first priority Lien on the purposes properties sold; provided, further, however, the principal amount of this subclause (iii) the following shall be deemed to be cashcash for purposes of this provision: (A) any liabilities (as shown on the Borrower’s Company's, the Parent's or such Restricted Subsidiary’s 's most recent balance sheet provided hereunder or in the footnotes notes thereto) of the Borrower Company, the Parent or such any Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms (1) subordinated to the payment in cash of the Obligations Notes or (2any Guarantee thereof) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee with respect to the applicable Disposition of any such assets and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities notes or other obligations received by the Person making Company, the Parent or any such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Company, the Parent or such Person Restricted Subsidiary into cash within 90 days after the closing of such Asset Sale (to the extent of the cash received). Notwithstanding the foregoing, the restriction in clause (y) above will not apply with respect to mortgages, other notes receivable or other securities received by the Company, the Parent or any Restricted Subsidiary from a transferee of any assets to the extent such mortgages, other notes receivable or other securities are Investments permitted to be made by the Company, the Parent or such Restricted Subsidiary under Section 4.7 hereof. In the event and to the extent that the Net Proceeds received by the Company, the Parent and their respective Restricted Subsidiaries collectively from one or more Asset Sales occurring on or after the Issuance Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company, the Parent and their respective Restricted Subsidiaries has been filed with the SEC or otherwise provided to the Trustee), then the Company or the Parent shall, or shall cause the relevant Restricted Subsidiary to, within 365 days after the date the Net Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets: (a) apply the Net Proceeds from such Asset Sale to prepay any Indebtedness under any Credit Facility, in order to effect a permanent reduction in the amount of Indebtedness that may be incurred pursuant to clause (b) of the second paragraph of Section 4.9 hereof, or (b) invest the Net Proceeds from such Asset Sale in property or assets used in a Hospitality-Related Business, provided that the Company, the Parent or such Restricted Subsidiary will have complied with this clause (b) if, within 365 days of such Asset Sale, the Company, the Parent or such Restricted Subsidiary, as applicable, shall have commenced and not completed or abandoned an Investment in compliance with this clause (b) and shall have segregated such Net Proceeds from the general funds of the Company, the Parent and their respective Subsidiaries for that purpose and such Investment is substantially completed within 180 days following after the closing first anniversary of such Asset Sale. Any Net Proceeds from an Asset Sale that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer, to all Holders of Notes and to holders of other Indebtedness that ranks by its terms pari passu in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in this Indenture (an "Asset Sale Offer") to purchase on a pro rata basis the maximum principal amount of Notes of each series, that is an integral multiple of $1,000, that may be purchased out of the applicable DispositionExcess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (C) the "Asset Sale Offer Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes and other such Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any Designated Non-remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds available for purchase thereof, the Trustee shall select the Notes to be purchased in the manner described under Section 3.3 hereof. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Pending the final application of any Net Proceeds from an Asset Sale pursuant to this paragraph, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness of the Company or a Restricted Subsidiary that ranks by its terms senior to the Notes or otherwise invest such Net Proceeds in Cash Consideration received by Equivalents. Any offer to purchase the Person making such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received Notes pursuant to this Section 10.4(b) that is at that time outstanding, not in excess 4.10 shall be made pursuant to the provisions of $100,000,000 Section 3.9 hereof. Simultaneously with the fair market value notification of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value and (iv) any non-cash proceeds received are pledged such offer to the Collateral Agent Trustee, the Company shall provide the Trustee with an Officer's is Certificate setting forth the calculations used in determining the amount of Excess Proceeds to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect to any such Dispositions, such sale, transfer or disposition shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) Notes. The Company will comply, to the extent required byapplicable, or made pursuant to, customary buy/sell arrangements between with the joint venture parties set forth in joint venture arrangements requirements of Rule 14e-1 under the Exchange Act and similar binding arrangements; (i) other securities laws and regulations thereunder to the Borrower extent such laws and the Restricted Subsidiaries may make Dispositions of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions regulations are applicable in connection with any Permitted Receivables Financing; (k) the Borrower offer to purchase and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers purchase of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to Notes as described above. To the extent that (i) the aggregate consideration for all Dispositions made pursuant to provisions of any securities laws or regulations conflict with Section 3.9 and this clause (o) Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not exceed 15% be deemed to have breached its obligations under the provisions of Consolidated Total Assets since the Original Closing Date Section 3.9 and (ii) the Net Cash Proceeds of all Dispositions made pursuant this Section 4.10 to this clause (o) are promptly applied to the prepayment of Term Loans as provided in Section 5.2 without giving effect to any reinvestment rights under clause (iv) of the definition of “Net Cash Proceeds”; (p) the Borrower and any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovean Asset Sale Offer.

Limitation on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, (i) conveyconsummate an Asset Sale, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables, Stock and Stock Equivalents of any other Person) and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except thatunless: (a) if the property or assets sold or otherwise disposed of pursuant to the applicable transaction or related series of transactions have a Fair Market Value in excess of the greater of (x) $91,175,000 and (y) 17.5% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period, the Borrower and or such Restricted Subsidiary, as the Restricted Subsidiaries case may sellbe, transfer receives consideration at least equal to the Fair Market Value (as determined by the Borrower at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise dispose of (i) inventory, used or surplus equipment, vehicles and other assets (including Merchant Agreements and Settlement Assets) in the ordinary course of business, and (ii) Permitted Investments;disposed of; and (b) except in the Borrower and case of a Permitted Asset Swap, if the Restricted Subsidiaries may sell, transfer property or assets sold or otherwise dispose disposed of assets (each have a Fair Market Value in excess of the foregoinggreater of: (x) $91,175,000 and (y) 17.5% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period, a “Disposition”), excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate, for fair value, provided that either (i) to the extent required, the Net Cash Proceeds thereof to the Borrower and the Restricted Subsidiaries are promptly applied to the prepayment of Term Loans as provided for in Section 5.2, (ii) at the time the definitive agreement for such Disposition is entered into, no Default or Event of Default shall have occurred and be continuing, (iii) with respect to any Disposition pursuant to all transactions made in reliance on this Section 10.4(b)(i), at least 75% of all consideration of all Asset Sales made in reliance on this clause (bb)(i) for a purchase price in excess of $10,000,000, received by the Person making Borrower or such Disposition shall receive not less than 75% of such consideration Restricted Subsidiary after the Closing Date is in the form of cash or Permitted InvestmentsCash Equivalents or (ii) with respect to each transaction made in reliance on this Section 10.4(b)(ii), at least 50% of the consideration of each such Asset Sale received by the Borrower or such Restricted Subsidiary after the Closing Date is in the form of cash or Cash Equivalents, in each case of clauses (i) and (ii), determined at the time of the consummation of such Asset Sale; provided that for the purposes of this subclause clauses (iiii) and (ii) above, the following shall be deemed to be cash: amount of: (Ai) any liabilities (as shown reflected on the Borrower’s or such Restricted 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) of the Borrower or such Restricted Subsidiary, other than liabilities Subsidiary that are by their terms (1A) subordinated to the payment in cash of the Obligations or (2) not secured by the assets that are the subject of such Disposition, that are assumed by the transferee of any such assets or (B) are otherwise cancelled, extinguished or terminated in connection with respect the transactions relating to such Asset Sale and, in the applicable Disposition and case of clause (A) only, for which the Borrower and all of the such Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, writing or by operation of law; (Bii) any securities securities, notes or other obligations or assets received by the Person making Borrower or such Disposition Restricted Subsidiary from the purchaser such transferee that are converted by the Borrower or such Person Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness that is of any Person that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the applicable Disposition, extent that the Borrower and all Restricted Subsidiaries have been validly released from any guarantee of payment of such Indebtedness in connection with such Asset Sale; (Civ) consideration consisting of Indebtedness of any Credit Party (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not the Borrower or a Restricted Subsidiary; and (v) any Designated Non-Cash Consideration received by the Person making Borrower or such Disposition Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 10.4(bclause (v) that is at that time outstanding, not in excess to exceed the greater of $100,000,000 91,175,000 and 17.5% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value 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 value, shall be deemed to be cash for purposes of clauses (b)(i) and (ivb)(ii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12; (i) the Borrower and the Restricted Subsidiaries may make Dispositions to the Borrower or any for no other Credit Party and (ii) any Restricted Subsidiary that is not a Credit Party may make Dispositions to the Borrower or any other Subsidiary, provided that with respect purpose. An amount equal to any such Dispositions, such sale, transfer or disposition Net Cash Proceeds of any Asset Sale permitted by this Section 10.4 shall be for fair value; (d) the Borrower and any Restricted Subsidiary may effect any transaction permitted by Section 10.3, 10.5 or 10.6; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may make Dispositions of property (including like-kind exchanges) 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 applied to the purchase price of such replacement propertyprepay Term Loans and other Indebtedness in accordance with, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may make Dispositions of property pursuant to Permitted Sale Leaseback transactions; (h) the Borrower and the Restricted Subsidiaries may make Dispositions of Investments in joint ventures and Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements between Section 5.2(a)(i). Pending the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) the Borrower and the Restricted Subsidiaries may make Dispositions final application of Investments in Merchant Acquisition and Processing Alliances (regardless of the form of legal entity) relating an amount equal to any equity reallocation in connection with an asset or equity contribution; (j) customary Dispositions in connection with any Permitted Receivables Financing; (k) the Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 to the Original Credit Agreement (“Scheduled Dispositions”); (l) transfers of property subject to a Casualty Event upon receipt of the Net Cash Proceeds of such Casualty Event; (m) the Borrower and the Restricted Subsidiaries may make Dispositions of accounts receivable or other obligations owing to the Borrower or from any Restricted Subsidiary in connection with the collection, compromise or realization thereof; (n) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (o) the Borrower and the Restricted Subsidiaries may make Dispositions (excluding any Disposition of accounts receivable except in connection with the Disposition of any business to which such accounts receivable relate), for fair value to the extent that (i) the aggregate consideration for all Dispositions Asset Sale made pursuant to this clause (o) shall not exceed 15% of Consolidated Total Assets since Section 10.4, the Original Closing Date and (ii) Borrower or the applicable Restricted Subsidiary may apply such Net Cash Proceeds of all Dispositions made pursuant temporarily to this clause (o) are promptly applied to reduce Indebtedness outstanding under the prepayment of Term Loans as provided in Section 5.2 without giving effect to Revolving Credit Facility or any reinvestment rights under clause (iv) of the definition of “other revolving credit facility or otherwise invest such Net Cash Proceeds”; (p) the Borrower and Proceeds in any Restricted Subsidiaries may sell, transfer or otherwise dispose of any Foreign Subsidiary to any other Foreign Subsidiary; and (q) the Borrower and the Restricted Subsidiaries may make Dispositions of any assets between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (p) abovemanner not prohibited by this Agreement.