Common use of Permitted Dispositions Clause in Contracts

Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrower’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15; (c) a Disposition that (i) is for fair market value and the consideration received consists of no less than 80% in cash, (ii) results in net cash proceeds which, when taken together with the net cash proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Date, does not exceed (individually or in the aggregate) $150,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby; (e) a Disposition of Cash Equivalents in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect.

Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrower’s Borrowers’ or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.067.2.6, 7.097.2.9, 7.10 7.2.10 or 7.157.2.15; (c) a Disposition that (i) is for fair market value and the consideration received consists of no less than 80% in cash, (ii) results in net cash proceeds Net Disposition Proceeds which, when taken together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Closing Date, does not exceed (individually or in the aggregate) $150,000,000 100,000,000 [Amendment No. 2, Section 2.24] and (iii) results in Net Cash Disposition Proceeds that are applied, if required by such SectionSections, pursuant to Section 2.05(b); Sections 3.1.1 and 3.1.2 provided, that notwithstanding clause (i) of this Section 7.11(c7.2.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code;; [Amendment No. 1, Section 1.7] (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b)3.1.1 and Section 3.1.2, if required thereby;; [Amendment No. 1, Section 1.8] (e) a Disposition of Cash Equivalents Equivalent Investments in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b)3.1.1 and Section 3.1.2; (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses Inc. and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ businessTransplace, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan PartiesInc; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease the satisfaction, forgiveness and cancellation of assets by IEL up to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion $325,000,000 of the assets or Capital Securities of IEL on fair and reasonable Shareholder Loan in accordance with the terms to the Loan Parties which are not, set forth in the good faith opinion of the BorrowerShareholder Loan Amendment. [Amendment No. 2, adverse to the Lenders in any material respect.Section 1.11]

Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’', the Borrower’s Borrowers' or such other Subsidiaries’ ' assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.067.2.6, 7.097.2.9, 7.10 7.2.10 or 7.157.2.15; (c) a Disposition that (i) is for fair market value and the consideration received consists of no less than 80% in cash, (ii) results in net cash proceeds Net Disposition Proceeds which, when taken together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Closing Date, does not exceed (individually or in the aggregate) $150,000,000 25,000,000 and (iii) results in Net Cash Disposition Proceeds that are applied, if required by such SectionSections, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the CodeSections 3.1.1 and 3.1.2; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby3.1.1 and Section 3.1.2.; (e) a Disposition of Cash Equivalents Equivalent Investments in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b);3.1.1 and Section 3.1.2; and (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc. and Transplace, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect.

Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrower’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15; (c) a Disposition that (i) is for fair market value and the consideration received consists of no less than 80% in cash, (ii) results in net cash proceeds which, when taken together with the net cash proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Closing Date, does not exceed (individually or in the aggregate) $150,000,000 100,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby; (e) a Disposition of Cash Equivalents in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]Dispositions on the Closing Date with respect to the satisfaction, forgiveness or cancellation of the Shareholder Loans; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business;; and (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect.

Permitted Dispositions. Holdings No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrowersuch Person’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, excepttransactions unless such Disposition is: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) Purchased Leases or Residual Positions to a Disposition permitted Lease Purchaser in connection with one or more Lease Purchase Transactions in the ordinary course of the Parent’s and its Subsidiaries’ business, provided that the consideration received by Sections 7.06, 7.09, 7.10 the applicable Borrower or 7.15Subsidiary for such sale consists of no less than 90% in cash and is conducted in an arm’s-length transaction with such Person; (c) a Disposition that permitted by Section 7.2.10; (d) (i) is for fair market value and the consideration received consists of no less than 8075% in cash, and (ii) results in net cash proceeds whichthe Net Disposition Proceeds received from such Disposition, when taken together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Closing Date, does do not exceed (individually or in the aggregate) (1) $150,000,000 90,000,000 over the term of this Agreement plus (2) an additional amount so long as after giving effect to the consummation of such Disposition and (iii) results in Net Cash Proceeds that are applied, if required by such Section, to any prepayment made pursuant to Section 2.05(b); provided, that notwithstanding clause (i3.1.1(e) of this Section 7.11(c), hereof with the proceeds of such Disposition, the Parent and its Subsidiaries are in pro forma compliance with a Disposition(s) may be non-cash Leverage Ratio of less than or equal to the extent the Disposition(s) is pursuant to an exchange for 3.00:1.00, determined on a similar asset in a transaction intended to qualify Pro Forma Basis as a “like-kind exchange” under Section 1031 of the Code; (d) a Disposition last day of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required therebyFiscal Quarter most recently ended; (e) of Intellectual Property Assets to a Patent Enforcement Party, provided that (i) the Net Disposition Proceeds received from such Disposition are used to prepay the Loans in accordance with Section 3.1.1(e) without any ability to reinvest such Net Disposition Proceeds pursuant to the provisos to such Section, (ii) such Intellectual Property Assets are, contemporaneously with such Disposition, made subject to a perpetual license from the Patent Enforcement Party to the Parent or one of Cash Equivalents its Subsidiaries, which license is freely-assignable by the applicable Borrower or Subsidiary and shall constitute Collateral upon which the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected first priority Lien, subject to no Liens other than Permitted Liens, and (iii) upon completion of the patent enforcement process by the Patent Enforcement Party, all right, title and interest in such Intellectual Property Assets shall revert back to the ordinary course of businessParent or its applicable Subsidiary; (f) a Disposition any Permitted Reorganization Step; or (g) of equipment and related goods provided to customers or discount without recourse of accounts receivable that are overdue for more than 60 days prospective customers in the ordinary course of business and consistent with past practices in connection with for the compromise or collection thereof; (g) Dispositions purposes of Motor Vehicles and related assets pursuant allowing such parties to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of test any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, Subsidiary’s products and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect.

Permitted Dispositions. Holdings (a) Neither Borrower will, nor will not, and will not it permit any of its Subsidiaries Consolidated Entities to, Dispose of any of Holdings’, the such Borrower’s 's or such other Subsidiaries’ Consolidated Entity's assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities and Equity Interests of SubsidiariesConsolidated Entities) to any Person in one transaction or series of transactions, except: transactions unless such Disposition is (av) a Disposition of inventory or obsolete, damaged, worn out or surplus personal obsolete property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(gw) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.068.1.10 and 8.2.11, 7.09(x) Dispositions of Equity Interests in Operating Entities to physicians in the ordinary course of business, 7.10 or 7.15; (cy) a Disposition that (i) such Disposition is for fair market value and and, unless otherwise agreed to by the Administrative Agent, the consideration received consists shall consist of no less than 80% in cash, (ii) results in net cash proceeds whichthe Net Disposition Proceeds received from such Disposition, when taken together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Closing Date, does not exceed (individually or in the aggregate) $150,000,000 15,000,000, and (iii) results in the Net Cash Disposition Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby; Sections 3.1.1 and 3.1.2. or (ez) a Disposition of Cash Equivalents in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business real property permitted under Section 8.2.16 hereof and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Disposition Proceeds of any from such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby;Sections 3.1.1 and 3. (jb) any Notwithstanding the provisions of subsection (a) set forth above or the provisions of other sections of this Agreement referenced therein, OrthoLink Physicians Corporation (a US Subsidiary Guarantor hereinafter referred to as "OrthoLink") may sell certain of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to its accounts receivable in accordance with the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterpartyterms, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) physicians groups specifically named therein, of all or any portion of the assets or Capital Securities of IEL those certain Service Agreements, as amended, set forth on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect.Schedule 8.2.12

Permitted Dispositions. Holdings No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrowersuch Person’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, excepttransactions unless such Disposition is: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) Purchased Leases or Residual Positions to a Disposition permitted Lease Purchaser in the ordinary course of the Parent’s and its Subsidiaries’ business, provided that the consideration received by Sections 7.06, 7.09, 7.10 the applicable Borrower or 7.15Subsidiary for such sale consists of no less than 90% in cash and is conducted in an arm’s-length transaction with such Person; (c) a Disposition that permitted by Section 7.2.10; (d) (i) is for fair market value and the consideration received consists of no less than 8075% in cash, and (ii) results in net cash proceeds whichthe Net Disposition Proceeds received from such Disposition, when taken together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Closing Date, does do not exceed (individually or in the aggregate) (1) $150,000,000 70,000,000 over the term of this Agreement plus (2) an additional amount so long as after giving effect to the consummation of such Disposition and (iii) results in Net Cash Proceeds that are applied, if required by such Section, to any repayment made pursuant to Section 2.05(b); provided, that notwithstanding clause (i3.1.1(e) of this Section 7.11(c), hereof with the proceeds of such Disposition, the Parent and its Subsidiaries are in pro forma compliance with a Disposition(s) may be non-cash to Leverage Ratio 0.25x lower than the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify Leverage Ratio as a “like-kind exchange” under Section 1031 of the Code; (d) Closing Date, determined on a Disposition Pro Forma Basis as of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required therebylast day of the Fiscal Quarter most recently ended; (e) of Intellectual Property Assets to a Patent Enforcement Party, provided that (i) the Net Disposition Proceeds received from such Disposition are used to repay the Loans in accordance with Section 3.1.1(e) without any ability to reinvest such Net Disposition Proceeds, (ii) such Intellectual Property Assets are, contemporaneously with such Disposition, made subject to a perpetual license from the Patent Enforcement Party to the Parent or one of Cash Equivalents its Subsidiaries, which license is freely-assignable by the applicable Borrower or Subsidiary and shall constitute Collateral upon which the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected first priority Lien, subject to no Liens other than Permitted Liens, and (iii) upon completion of the patent enforcement process by the Patent Enforcement Party, all right, title and interest in such Intellectual Property Assets shall revert back to the ordinary course of business;Parent or its applicable Subsidiary; or (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respectPermitted Reorganization Step.

Permitted Dispositions. Holdings The Company will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the BorrowerCompany’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, excepttransactions unless such Disposition is: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15Section 7.2.7; (c) a Disposition that (i) is for fair market value and (A) if the amount of non-cash consideration received consists of no is equal to or less than 80$15,000,000, consideration consisting of not less than 60% in cash, or (B) if the amount of non-cash consideration received exceeds $15,000,00, consideration consisting of not less than 75% in cash, (ii) results in net cash proceeds whichthe Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2, when taken and (iii) the Net Disposition Proceeds received from such Disposition, together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since over the Restatement Effective Dateterm of this Agreement, does not exceed (individually or in the aggregate) $150,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code300,000,000; (d) a Disposition of Receivables Assets assets by (i) the Company to any an Obligor that guarantees all of the Obligations, (ii) an Obligor that guarantees all of the Obligations to the Company or another Obligor that guarantees all of the Obligations, (iii) a Designated Borrower to an Obligor that guarantees all of the Obligations of such Designated Borrower or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant Obligor to Section 2.05(b), if required thereby;such Designated Borrower; Table of Contents (e) made by the Company or any of its Subsidiaries to any Person who is not a Disposition Subsidiary of Cash Equivalents in the ordinary course of businessCompany or is an SPV pursuant to the Permitted Receivables Program; (f) a Disposition of assets made by the Company or discount without recourse any of accounts receivable that are overdue its Subsidiaries in exchange for more than 60 days in the ordinary course assets of business and consistent with past practices in connection with the compromise or collection thereof;reasonably equivalent value; and (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated any other Disposition made by the proviso to clause Company or any of its Subsidiaries that does not exceed (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets individually or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (naggregate) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful $10,000,000 in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respectFiscal Year.

Permitted Dispositions. Holdings (a) Except as set forth in clauses (b) and (c) below, ACT will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrowersuch Person’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: transactions unless (ai) a such Disposition of is inventory or obsolete, damaged, worn out out, surplus or surplus personal outdated property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any ii) such Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition is permitted by Sections 7.06Section 7.2.10, 7.09, 7.10 or 7.15; (ciii) a (A) such Disposition that (i) is for fair market value and the consideration received consists of no less than 8075% cash (or Cash Equivalent Investments) (provided, that satisfaction of the requirement in cashthis clause (iii)(A) shall not be required in the case of a Disposition of any Underperforming Store), (iiB) results in net cash proceeds whichthe Net Disposition Proceeds received from such Disposition, when taken together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Date, does not exceed (individually or in the aggregate) $150,000,000 25,000,000 in any Fiscal Year, and (iiiC) results in the Net Cash Disposition Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby;in accordance with Sections 3.1.1 and 3.1. (eb) a The Obligors may Dispose of assets under (i) the Permitted Sale-Leaseback and (ii) Section 7.2.15; provided, that all Net Disposition of Cash Equivalents Proceeds received in connection therewith (in the ordinary course case of business; clause (fb) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle FinancingsSection 7.2.15, so long as the proceeds from such Disposition, only to the extent such proceeds are Net Disposition Proceeds have not required pursuant been applied to fund the terms purchase price of the Motor Vehicle Financing assets acquired and subject to be applied such sale and leaseback as permitted thereunder) are used to prepay the repayment outstanding principal amount of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) Loans to the extent required thereby;by, and in accordance with, Sections 3.1.1 and 3.1.2. (jc) any Subsidiary of Holdings The Obligors may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary as part of a Permitted Store Closure provided that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that such Permitted Store Closure is in consummated within twelve months after the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in Closing Date (unless otherwise extended by the Borrower’s or any Subsidiaries’ business, taken as a whole, or (iiAdministrative Agents) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, all Net Disposition Proceeds received in connection with each such Permitted Store Closure are applied in accordance with Sections 3.1.1 and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect3.1.2.

Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrower’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15; (c) a Disposition that (i) is for fair market value and the consideration received consists of no less than 80% in cash, (ii) results in net cash proceeds which, when taken together with the net cash proceeds of all other assets Disposed of pursuant to this clause (c) since the Original Restatement Effective Date, does not exceed (individually or in the aggregate) $150,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby; (e) a Disposition of Cash Equivalents in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) of the definition of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect.

Permitted Dispositions. Holdings The Company and each Tranche B-3 Borrower will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the BorrowerCompany’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, excepttransactions unless such Disposition is: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with business or assets no longer necessary or required for the LKE Program or otherwise); provided that the proceeds business of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required therebysuch Person; (b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15Section 7.2.7; (c) a Disposition that (i) is for fair market value and (if the amount of non-cash consideration received consists exceeds $25,000,000, consideration consisting of no not less than 8075% in cashcash (including cash equivalents), (ii) results in net cash proceeds whichthe Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2, when taken and (iii) the Net Disposition Proceeds received from such Disposition, together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since over the Restatement Effective Dateterm of this Agreement, does not exceed (individually or in the aggregate) $150,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code200,000,000; (d) a Disposition of Receivables Assets to any or assets by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby; (e) a Disposition of Cash Equivalents in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b); (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by the proviso to clause (i) the Company to an Obligor that guarantees all of the definition Obligations, (ii) an Obligor that guarantees all of Capital Expenditures in Section 1.01; (i) Dispositions of Motor Vehicles the Obligations to the extent Company or another Obligor that guarantees all of the Net Cash Proceeds Obligations, (iii) a Designated Borrower to an Obligor that guarantees all of any the Obligations of such Disposition are applied pursuant Designated Borrower or by such Obligor to Section 2.05(bsuch Designated Borrower, (iv) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other a Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any an Obligor to another Subsidiary that is not a Loan Party to a Loan Partyan Obligor and, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (pv) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect.Tranche B-3

Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrower’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15; (c) a Disposition that (i) is for fair market value and and, if the consideration received consists is in excess of $10,000,000 in the aggregate per Fiscal Year, Holdings or any of its Subsidiaries shall receive no less than 8075% in cashcash or Cash Equivalents, and (ii) results in net cash proceeds which, when taken together with the net cash proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Date, does not exceed (individually or in the aggregate) $150,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be nonnon- 509265-1512-15059-Active.17708695.1 92 cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby; (e) a Disposition of Cash Equivalents in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b)) to the extent required thereby; (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by made in connection with the proviso replacement, substitution or restoration of assets to clause the extent financed (i1) from insurance proceeds paid on account of the definition loss of Capital Expenditures in Section 1.01or damage to the assets being replaced or restored or (2) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.[Reserved]; (l) [Reserved]Dispositions of accounts receivable in the ordinary course of business to facilitate the processing and payment thereof; provided that such Disposition shall not be in connection with a financing; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease subleases of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback;; provided that any lease or rental of property following its sale shall not be considered a leaseback if the lease or rental is for a period of less than 180 days. (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and; (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect; and (q) Dispositions of the purchases or Investments permitted under Section 7.05(u) for fair market value.

Permitted Dispositions. Holdings will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the Borrower’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, except: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with the LKE Program or otherwise); provided that the proceeds of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required thereby; (b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15; (c) a Disposition that (i) is for fair market value and the consideration received consists of no less than 80% in cash, and (ii) results in net cash proceeds which, when taken together with the net cash proceeds of all other assets Disposed of pursuant to this clause (c) since the Restatement Effective Date, does not exceed (individually or in the aggregate) $150,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code; (d) a Disposition of Receivables Assets to any or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant to Section 2.05(b), if required thereby; (e) a Disposition of Cash Equivalents in the ordinary course of business; (f) a Disposition or discount without recourse of accounts receivable that are overdue for more than 60 days in the ordinary course of business and consistent with past practices in connection with the compromise or collection thereof; (g) Dispositions of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b)) to the extent required thereby; (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by made in connection with the proviso replacement, substitution or restoration of assets to clause the extent financed (i1) from insurance proceeds paid on account of the definition loss of Capital Expenditures in Section 1.01or damage to the assets being replaced or restored or (2) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced; (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary that is not a Loan Party; (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]Dispositions of accounts receivable in the ordinary course of business to facilitate the processing and payment thereof; provided that such Disposition shall not be in connection with a financing; (m) licenses and sublicenses of Intellectual Property entered into in the ordinary course of business; (n) leases or sublease subleases of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback;; provided that any lease or rental of property following its sale shall not be considered a leaseback if the lease or rental is for a period of less than 180 days. (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respect.

Permitted Dispositions. Holdings The Company will not, and will not permit any of its Subsidiaries to, Dispose of any of Holdings’, the BorrowerCompany’s or such other Subsidiaries’ assets (including with respect to the sale, transfer or other conveyance of (i) accounts receivable or (ii) and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions, excepttransactions unless such Disposition is: (a) a Disposition of inventory or obsolete, damaged, worn out or surplus personal property Disposed of in the ordinary course of its business, including Motor Vehicles (whether in connection with business or assets no longer necessary or required for the LKE Program or otherwise); provided that the proceeds business of any Disposition of Motor Vehicles (other than any Dispositions pursuant to Sections 7.11(g) or (h)) are applied pursuant to Section 2.05(b) to the extent required therebysuch Person; (b) a Disposition permitted by Sections 7.06, 7.09, 7.10 or 7.15Section 7.2.7; (c) a Disposition that (i) is for fair market value and (A) if the amount of non-cash consideration received consists of no is equal to or less than 80$15,000,000, consideration consisting of not less than 60% in cash, or (B) if the amount of non-cash consideration received exceeds $15,000,00, consideration consisting of not less than 75% in cash, (ii) results in net cash proceeds whichthe Net Disposition Proceeds from such Disposition are applied pursuant to Sections 3.1.1 and 3.1.2, when taken and (iii) the Net Disposition Proceeds received from such Disposition, together with the net cash proceeds Net Disposition Proceeds of all other assets Disposed of pursuant to this clause (c) since over the Restatement Effective Dateterm of this Agreement, does not exceed (individually or in the aggregate) $150,000,000 and (iii) results in Net Cash Proceeds that are applied, if required by such Section, pursuant to Section 2.05(b); provided, that notwithstanding clause (i) of this Section 7.11(c), the proceeds of a Disposition(s) may be non-cash to the extent the Disposition(s) is pursuant to an exchange for a similar asset in a transaction intended to qualify as a “like-kind exchange” under Section 1031 of the Code200,000,000; (d) a Disposition of Receivables Assets assets by (i) the Company to any an Obligor that guarantees all of the Obligations, (ii) an Obligor that guarantees all of the Obligations to the Company or another Obligor that guarantees all of the Obligations, and (iii) a Designated Borrower to an Obligor that guarantees all of the Obligations of such Designated Borrower or by any Receivables Subsidiary in connection with any Qualified Receivables Transaction so long as the proceeds from such Disposition are applied pursuant Obligor to Section 2.05(b), if required therebysuch Designated Borrower; (e) made by the Company or any of its Subsidiaries to any Person who is not a Disposition Subsidiary of Cash Equivalents in the ordinary course of businessCompany or is an SPV pursuant to the Permitted Receivables Program; (f) a Disposition of assets made by the Company or discount without recourse any of accounts receivable that are overdue its Subsidiaries in exchange for more than 60 days in other assets used or useful to the ordinary course business of business and consistent with past practices in connection with the compromise Company or collection thereofany of its Subsidiaries; (g) Dispositions a Disposition of Motor Vehicles and related assets pursuant to the exercise of a put option or sale and leaseback in connection with the Motor Vehicle Financings, so long as the proceeds from such Disposition, to the extent such proceeds are not required pursuant to the terms of the Motor Vehicle Financing to be applied to the repayment of the Motor Vehicle Financing, are applied pursuant to Section 2.05(b)any Specified Asset; (h) Dispositions of Motor Vehicles and related assets pursuant to Newly Acquired Motor Vehicle Financings or pursuant to a sale or trade-in as contemplated by connection with the proviso to clause (i) consummation of the definition of Capital Expenditures in Section 1.01;Potential Corporate Restructuring; and (i) Dispositions of Motor Vehicles to the extent that the Net Cash Proceeds of any such Disposition are applied pursuant to Section 2.05(b) to the extent required thereby; (j) any Subsidiary of Holdings may Dispose of any assets or issue or sell Capital Securities to any Loan Party or, subject to the limitations in Section 7.05(e), if applicable, any other Subsidiary Disposition made by the Company or any of its Subsidiaries that is does not a Loan Party; exceed (k) Dispositions of the Capital Securities of Asphalt Media, Inc.; (l) [Reserved]; (m) licenses and sublicenses of Intellectual Property entered into individually or in the ordinary course of business; (naggregate) leases or sublease of real property in the entered into in the ordinary course of business and not constituting a sale and leaseback; (o) Dispositions of Intellectual Property (i) that is in the Borrower’s or a Subsidiary’s reasonable business judgment no longer used or useful $10,000,000 in any material respect in the Borrower’s or any Subsidiaries’ business, taken as a whole, or (ii) by any Subsidiary that is not a Loan Party to a Loan Party, (iii) among the Loan Parties or (iv) among Subsidiaries that are not Loan Parties; and (p) a Disposition (which shall be deemed to include: (i) any assignment or sublease of assets by IEL to a counterparty, and (ii) any lease, leaseback, services, and other agreements entered into by Loan Parties and the counterparties to such transaction) of all or any portion of the assets or Capital Securities of IEL on fair and reasonable terms to the Loan Parties which are not, in the good faith opinion of the Borrower, adverse to the Lenders in any material respectFiscal Year.