Common use of Disposition of Assets Clause in Contracts

Disposition of Assets. The Company will not and will not permit any of its Subsidiaries to make any Disposition except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date).

Disposition of Assets. The Company will not Borrower shall not, and will shall not permit any Subsidiary (other than any Allied Unrestricted Subsidiary or any Republic Insurance Entity) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing (including any sale-leaseback), except: (a) Dispositions by the Company to a Whollydispositions of inventory, or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property surplus equipment, all in the ordinary course of business; (eb) the licensing sale, assignment or sub-licensing other transfer of intellectual accounts receivable, lease receivables or other rights to payment or any interest in the foregoing pursuant to any Securitization Transaction, together in each case with any collections or proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or property or claims in favor of the Borrower or such Subsidiary supporting, securing or otherwise relating to such receivables or other general intangibles in the ordinary course of businessrights to payment; (fc) leasesDispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary; provided that if the transferor of such property is not an Excluded Subsidiary, subleases, licenses, the transferee must either be the Borrower or sublicenses, in each case in the ordinary course of business, a Subsidiary that is not an Excluded Subsidiary; and (d) other dispositions which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions made for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent value; provided that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) at the purchase time of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue disposition, no Event of a repurchase of equity interests Default shall exist or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or shall result from such disposition and (ii) the permanent repayment or prepayment aggregate value of unsubordinated Indebtedness all assets so disposed of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company Borrower and its Subsidiaries pursuant to this clause in any one-year period (h) in the same fiscal year calculated as of the Company in which date of any such Disposition is made, does disposition) shall not exceed an amount equal to 1020% of Consolidated Total Tangible Assets (as measured on of the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)quarter.

Disposition of Assets. The Company will not Borrower shall not, and will shall not permit any of its Subsidiaries to Restricted Subsidiary to, make any Asset Disposition except: in one or more transactions involving Net Available Proceeds of $10,000,000 or more, individually or in the aggregate with all other Asset Dispositions, during each fiscal year of the Borrower, without the prior written consent of the Majority Banks. Further, the Borrower shall not make, and shall not permit any Restricted Subsidiary to make, any Asset Disposition in one or more transactions, unless: (ai) Dispositions the Borrower (or such Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the fair market value of the assets sold or disposed of as determined by the Company to a Wholly-Owned Subsidiary; Board of Directors of the Borrower; (bii) Dispositions by a Wholly-Owned Subsidiary at least 80% of the consideration for such Asset Disposition consists of cash or Cash Equivalents or the assumption of Indebtedness for Money Borrowed of the Borrower to the Company or another Wholly-Owned Subsidiary; extent that the Borrower is released from all liability on such Indebtedness for Money Borrowed; and (ciii) Dispositions by a non-Wholly-Owned Subsidiary all Net Available Proceeds of such Asset Disposition, less any amounts invested within 180 days of such Asset Disposition in assets related to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; Borrower (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds or invested within one year of such Asset Disposition (or an equal amount) are applied within 365 days after the date of such Disposition in assets related to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company Borrower, pursuant to an agreement to make such investment entered into within 180 days of such Asset Disposition), are applied within such 180- (or 360-) day period to repay Loans then outstanding. If, within 180 days after an Asset Disposition, the Borrower or a Restricted Subsidiary enters into a contract providing for the investment of Net Available Proceeds in assets relating to the business of the Borrower and such contract is terminated without fault on the part of the Borrower or such Subsidiary prior to the making of such investment, the Borrower or such Subsidiary, and/or (ii) as the permanent repayment case may be, shall within 90 days after the termination of such agreement, or prepayment of unsubordinated Indebtedness of within 180 days after such Asset Disposition, whichever is later, invest or otherwise apply the Company or a Subsidiary (other than Indebtedness owing funds that were to the Company, any Subsidiary or any Affiliate), provided that the Company has offered be invested pursuant to prepay the outstanding Notes held by each holder such agreement in accordance with Section 8.8 in an aggregate principal amount equal the preceding paragraph, and any funds so invested or applied shall for all purposes hereof be deemed to such holder’s Pro Rata Amount of have been so invested or applied within the portion of the Net Proceeds of such Disposition being applied 180- (or offered to be applied pursuant to this clause (g)(ii); and (h360-) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of day period provided for in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)paragraph.

Disposition of Assets. (a) The Company will not not, and will not permit any of its Subsidiaries to to, make any Disposition except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leasesAsset Sale, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent except that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries may make Asset Sales so long as (i) such Asset Sales are for at least the fair market value of such assets and (ii) the Company complies with the mandatory prepayment and commitment reduction provisions of this Agreement and, in the case of Collateral, so long as the conditions to the release of Collateral described herein and in the applicable Security Documents are met; provided that the Company need not comply with such mandatory prepayment and commitment reduction provisions if the Company reinvests such proceeds in substantially similar lines of business within 270 days of the receipt of such proceeds; and provided, further, the Company need not comply with such mandatory prepayment and commitment reduction provisions until the aggregate amount of such Asset Sales is (A) $3.0 million or greater in any fiscal year or (B) $15.0 million in the aggregate and then only in the amount of such excess. For the purposes of clarification, the amount of proceeds received and reinvested pursuant to the first proviso of this clause Section shall count towards the amounts set forth in clauses (hA) and (B) of this Section. The consideration received by the Company or its Subsidiaries from each Asset Sale permitted above shall be received in whole at the same fiscal year time of sale and at least 85% of the consideration from each sale shall consist of Cash or Cash Equivalents or Replacement Assets; provided that the amount of any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any Subsidiary (other than contingent liabilities, liabilities subordinated in which right of payment to the Loans or non-recourse Indebtedness) that are assumed or forgiven by the transferee of any such Disposition assets will be deemed to be Cash if the Company or such Subsidiary is madereleased from any liability for such liabilities. Any non-cash proceeds received from the sale of Collateral shall be pledged to the Collateral Agent pursuant to and in accordance with the applicable Security Documents and shall constitute Collateral. (b) Upon compliance with the conditions in subsection (a) of this Section 7.17, does not exceed the Release Conditions and the Partial Release Conditions (each as hereinafter defined), the Company shall be entitled to receive from the Collateral Agent an amount equal instrument in form and substance reasonably satisfactory to 10% of Consolidated Total Assets the Borrower (as measured on each, a "Release") releasing the last day Lien of the then most recently ended fiscal year of the Company Mortgage with respect to which financial statements have been delivered all or any portion of a Mortgaged Real Property (each, a "Released Real Property"). The Company shall exercise its rights under this Section by delivering to the holdersCollateral Agent a notice (each, a "Release Notice"), provided thatwhich shall refer to this Section, in describe with particularity the event that some, but not all, proposed Released Real Property and be accompanied by (i) four counterparts of the Net Proceeds Release fully executed and acknowledged by all necessary parties other than Collateral Agent, (ii) executed counterparts of a Disposition are applied in accordance with clause (g) above, only UCC or other applicable termination statements necessary to terminate the portion Lien of the Net Proceeds applicable Mortgage and (iii) an Officers' Certificate certifying that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist shall have occurred and the parties executing any and all documents in connection with the Release (including under Sections 10.5other than the Collateral Agent) were duly authorized to do so (collectively, 10.6 and 10.8 as the "Release Conditions"). In the event the proposed Released Real Property consists of less than all of the end Mortgaged Real Property subject to a single Mortgage, the Partial Release Conditions must be satisfied in order for the Company to receive the Release. (c) The Collateral Agent's obligation to deliver a Release in respect of less than all of the most recently ended quarterly Mortgaged Real Property subject to a single Mortgage shall be contingent upon the satisfaction of the conditions in subsection (a) of this Section 7.17 and the Release Conditions as well as the following conditions (collectively, the "Partial Release Conditions"): (i) following the sale, transfer or annual fiscal period other disposition of and release of the Lien of the applicable Mortgage with respect to the proposed Released Real Property, the remaining Mortgaged Real Property shall have utility services and access to public roads, rail spurs and other transportation structures sufficient and necessary for the continued use of such Mortgaged Real Property in the manner utilized prior to the Release; (ii) following the sale, transfer or other disposition of the proposed Released Real Property, the remaining Mortgaged Real Property shall comply in all respects with applicable laws, rules, regulations and ordinances relating to environmental protection, zoning, land use, configuration and building and workplace safety; (iii) the Title Company shall have issued an endorsement to the Banks' title insurance policy relating to the Mortgaged Real Property confirming that after the proposed release, the Lien of the applicable Mortgage continues unimpaired as a first priority Lien upon the remaining Mortgaged Real Property subject only to Prior Liens; and (iv) the Company shall cause to have been delivered to the Collateral Agent an Officers' Certificate certifying that the conditions set forth in subsections (i) through (iii) have been satisfied. (d) The Collateral Agent shall execute, acknowledge (if applicable) and deliver to the Company counterparts of the documents described in subsections (b)(i) and (ii) within 10 Business Days after receipt by the Collateral Agent of a Release Notice provided that the Release Conditions and the Partial Release Conditions (if applicable) have been satisfied. The Company shall (i) execute, deliver, obtain and record such Disposition occurred on instruments as the Collateral Agent may require, including, without limitation, amendments to the Security Documents or this Agreement and (ii) deliver to the Collateral Agent such date)evidence of the satisfaction of the Release Conditions and the Partial Release Conditions as the Collateral Agent may require. The Borrower shall reimburse the Collateral Agent, Administrative Agent and the Banks upon demand for all costs or expenses incurred in connection with any actions taken pursuant to this Section 7.17.

Disposition of Assets. The Company will not and will not Such Credit Party shall not, nor shall it permit any of its Subsidiaries to make to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any of its Subsidiaries whether newly issued or otherwise), except: (a) (i) Dispositions of inventory in the ordinary course of business and (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business or in connection with any transaction not prohibited by the Company to a Wholly-Owned Subsidiarythis Agreement; (b) Dispositions by a Wholly-Owned Subsidiary the sale of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions by a non-Wholly-Owned Subsidiary to any sale or other Disposition of cash or Eligible Investments; provided, however, that, in the Company case of Eligible Investments, such sale or other Disposition shall be made solely for and in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with its Investment Policy; (d) Dispositions by the Disposition of obsolete Borrower to any Subsidiary or worn out property in by any Subsidiary to the ordinary course of businessBorrower or another Subsidiary; (e) the licensing ceding of insurance or sub-licensing of intellectual property reinsurance, or a Disposition pursuant to a reinsurance agreement or other general intangibles Insurance Product, in the ordinary course of business; (f) leasesobsolete, subleases, licenses, surplus or sublicenses, in each case worn out property disposed of by a Credit Party or any of its Subsidiaries in the ordinary course of businessbusiness of such Person; (g) transfers resulting from any casualty, which are not sale-leaseback transactions eminent domain or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business of the Credit Parties and their Subsidiaries and which do not materially interfere with the business of the Company Credit Parties and its their Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) Dispositions of shares of Capital Stock in order to qualify members of the purchase board of current assets directors or equivalent governing body of a similar nature Credit Party or Subsidiary or such other nominal shares required to those Disposed ofbe held other than by such Credit Party or Subsidiary, as required by applicable law; (j) the sale, discount, forgiveness or other compromise of notes or other accounts in the purchaseordinary course of business or in connection with collection thereof; (k) issuances of Capital Stock (i) by a direct or indirect Wholly-Owned Subsidiary of the Borrower to the Borrower or to one or more Wholly-Owned Subsidiaries of the Borrower (provided that, acquisitionexcept in compliance with Section 6.12 or Section 7.04(i), development, redevelopment any direct Wholly-Owned Subsidiary of a Credit Party shall only issue Capital Stock to such Credit Party) or construction of (ii) by a non-current assets (including, for Wholly-Owned Subsidiary of the avoidance of doubt, Borrower to the extent respective equity holders of such non-Wholly-Owned Subsidiary, on a pro rata basis; (l) the termination, unwinding or settlement of any Swap Agreement; (m) (i) Liens permitted under Section 7.02, (ii) Restricted Payments permitted under Section 7.08, (iii) Investments made in compliance with Section 7.03 and (iv) transactions permitted by Section 7.07; (n) (i) the other terms termination of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful leases in the business ordinary course of the Company or a Subsidiarybusiness, and/or (ii) the permanent repayment expiration of any option agreement in respect of real or prepayment personal property and (iii) any surrender or waiver of unsubordinated Indebtedness contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount ordinary course of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)business; and (ho) other Dispositions not otherwise permitted by clauses hereunder; provided that (ai) through (gA) above, to the extent the higher aggregate fair value of the Net Proceeds of such Disposition and the Disposition Value of the all property Disposed of in such Dispositionany Disposition made in reliance on this clause (o), when aggregated together with the higher aggregate fair value of all other property Disposed of in reliance on this clause (o), shall not exceed 10% of the Net Proceeds and Consolidated Total Assets of the Disposition Value with respect to all other Dispositions made by the Company Borrower and its Subsidiaries pursuant to this clause as of September 30, 2020 or (hB) in after giving effect thereto, on a pro forma basis, the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (of the Borrower and its Subsidiaries as measured on of the last day of the then most recently ended fiscal year of the Company with respect to Fiscal Quarter for which financial statements have been delivered pursuant to the holders), provided that, in the event that some, but Section 6.01 would not all, be less than 90% of the Net Proceeds Consolidated Total Assets of a the Borrower and its Subsidiaries as of September 30, 2020, (ii) each Disposition are applied made in accordance with reliance on this clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Dispositiono) shall be counted towards for fair market value (determined in good faith by the Borrower) and included at least 75% of the consideration therefor shall be in the calculation set forth in clause form of cash or Cash Equivalents, (hiii) above, provided further that, in each case, immediately no Default or Event of Default shall be continuing or shall result therefrom and (iv) after giving effect to such Disposition, no Default or Event of Default would exist (including under the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 10.5, 10.6 7.10 and 10.8 7.11 as of the end last day of the most recently ended quarterly Fiscal Quarter for which financial statements have been delivered pursuant to Section 6.01. Except as otherwise permitted in Section 7.07, notwithstanding the foregoing no Credit Party or annual fiscal period Subsidiary shall Dispose of (whether in one or a series of transactions) or otherwise cease to hold any Capital Stock of (i) any Subsidiary of the Borrower that directly or indirectly owns any Capital Stock of any Insurance Subsidiary or (ii) any Insurance Subsidiary, in each case, whether newly issued or otherwise, other than in accordance with clause (i), (k) or (o) above. Upon consummation of a sale, transfer or other Disposition permitted under this Section 7.04 of all of the Capital Stock of any Subsidiary that is a Guarantor to any Person other than the Borrower or a Subsidiary of the Borrower, the Guarantee of such Subsidiary shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as if necessary to evidence the release of the Guarantee of such Disposition occurred on Subsidiary; provided that the Borrower shall have provided to the Administrative Agent such date)certificates evidencing compliance with the Loan Documents in respect of such sale, transfer or Disposition, and such release, as the Administrative Agent shall reasonably request.

Disposition of Assets. The Company will not Sell, assign, license, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including accounts and will not permit notes receivable, with or without recourse) or enter into any agreement to do any of its Subsidiaries the foregoing (including any agreement to make any Disposition statutorily divide) (each is a “Disposition”), except: : (a) Dispositions by of Inventory in the Company to a Wholly-Owned Subsidiary; Ordinary Course of Business; (b) Dispositions from a Credit Party to another Credit Party; (c) to the extent expressly permitted by Section 8.4 or Section 8.5; (d) non-exclusive licenses or sublicenses of intellectual property rights in the Ordinary Course of Business not interfering, individually or in the aggregate, in any material respect with the business of any Credit Party; (e) any Disposition of real Property required by a WhollyGovernmental Authority to a Governmental Authority as a result of eminent domain proceedings; (f) to the extent constituting a sale, lease, conveyance or disposition, the granting of Permitted Liens; (g) Dispositions of machinery, equipment or other fixed assets to the extent such machinery, equipment or other fixed assets are exchanged for credit against the purchase price of similar replacement machinery, equipment or other fixed assets, or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement machinery, equipment or other fixed assets, all in the Ordinary Course of Business; (h) sales of real property in connection with Treehouse REIT Transactions; (i) Dispositions of immaterial, obsolete or worn-Owned Subsidiary out Property in the Ordinary Course of Business; (j) Dispositions of cultivation facilities or the management thereof, subject to the prior written consent of the Gotham Purchasers, not to be unreasonably withheld or delayed and provided the Gotham Purchasers are aware of the terms upon which the Company is currently contemplating disposing of its cultivation facilities and acknowledge the Company will not be receiving cash consideration for such disposition; (k) a Disposition of all or substantially all of the Equity Interests or assets of MME Evanston Retail, LLC (the “Evanston Sale”) provided that: (i) the Credit Parties use their best efforts to obtain regulatory approvals and close the Evanston Sale as promptly as practicable; (ii) the gross proceeds of the Evanston Sale payable to Credit Parties are at least $20,000,000; (iii) the initial $10,000,000 of gross proceeds shall be paid to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary Credit Party without regard to the Company or any Subsidiary; immediately following clause (div); and (iv) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds gross proceeds of the Evanston Sale equal to $10,000,000, plus or minus fifty percent (50%) of any positive or negative, respectively, working capital adjustments estimated at such closing (provided, however, that any such reduction shall not exceed $500,000), minus fifty percent (50%) of cash broker fees paid at such closing (the “Evanston Prepayment”) shall be used to pay down the Obligations on the date the Evanston Sale closes and any Credit Party receives any proceeds of such Disposition being applied or offered sale, to be applied pursuant to the Obligations under the Notes to which the Holders choose to apply such prepayment, which application shall be in each Holder’s sole discretion; and (l) Dispositions of other Property provided that for purposes of this clause (g)(ii); andl): (hA) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default exists or would exist result from such disposition; (including under Sections 10.5B) such Disposition is (i) of the Arizona Subsidiaries or Virginia Subsidiaries, 10.6 and 10.8 or Property owned or contemplated to be owned by such Subsidiaries as of the end Second Amendment Effective Date (collectively, the “Subsidiary Sales”), in each case, on terms no less favorable to such Subsidiary or any Credit Party than would be obtained in a comparable arm’s length transaction under similar market and economic conditions, and without the prior written consent of the most recently ended quarterly Purchasers (which consent shall not be unreasonably withheld, conditioned or annual fiscal delayed), in no event for cash consideration less than $11,000,000 for the entities or assets comprising the operations of EBA Holdings, Inc. or in such amounts as reflected in non-binding letters of intent existing as of the Third Restatement Closing date as described on Schedule 8.3(k)), or $7,500,000 in the case of the Virginia Subsidiaries, or (ii) of Property no longer material to the continued operation of the business of the Credit Parties and which has been identified for Disposition in the Turnaround Plan or, after the Turnaround Plan is no longer in effect, the approved Annual Budget then in effect; or (iii) of other Property with respect to which (y) the consideration received by the Credit Parties or Subsidiaries for each such disposition shall be at least 75% cash, Cash Equivalents or free trading securities that are converted to cash within 30 days, and (z) the total consideration received by such Credit Parties or Subsidiaries for such Property shall have a fair market value not exceeding, in the aggregate, (1) $12,500,000 during the period as if beginning January 1, 2021 and ending June 30, 2021, and (2) $25,000,000 during any Fiscal Year thereafter; and (C) the Company has provided copies of the definitive documentation for such Disposition occurred (which may be subject to any immaterial changes prior to closing, so long as such changes are not adverse to any Holder) to the Collateral Agent at least five (5) days prior to the closing thereof or any Credit Party’s or Subsidiary’s receipt of consideration therefor; and (D) except with respect to the Evanston Sale and Evanston Prepayment, the Company has notified the Holders in writing of its intended use of cash consideration received with respect to such Disposition, which shall include either funding an Investment permitted hereunder within twelve (12) months after receipt thereof (the “Reinvestment Period”) (provided that such Investment is set forth in the Interim Budget, Turnaround Plan or, after the Turnaround Plan is no longer in effect, the approved Annual Budget then in effect, and the Company notifies the Collateral Agent in writing of its intent to make such Investment promptly after deciding upon such use of the applicable sale proceeds), using such cash to satisfy Section 7.19(a), or a prepayment of Obligations, which prepayment shall be subject to all prepayment premiums or fees set forth in the Notes (and provided further, that if the Credit Parties fail to fund an Investment within the Reinvestment Period, make a prepayment or notify the Holders of its intended use to satisfy Section 7.19(a), and such cash is not required to satisfy Section 7.19(a), then, immediately upon expiration of the Reinvestment Period, the Credit Parties shall offer to the Holders to make a prepayment under the Notes in an amount equal to such cash consideration, which prepayment each Holder may forego in its sole discretion). The restrictions contained in this Section 8.3 shall not apply with respect to any Excluded JV Subsidiary or any Immaterial Subsidiary to the extent the applicable disposition is set forth in the Interim Budget, Turnaround Plan, or, after the Turnaround Plan is no longer in effect, the approved Annual Budget then in effect, as applicable. With respect to the Evanston Sale: (i) the Collateral Agent will cooperate in good faith with Borrowers and the Credit Parties to release its Liens on any assets sold in connection with the Evanston Sale effective concurrently with the applicable Credit Party’s receipt of payment of the full or remaining amount of the cash purchase price set forth in the Evanston Sale Documents as in effect on the Third Restatement Closing Date, the Holders’ receipt of the applicable portion of such cash proceeds as the Evanston Prepayment), and the issuance of all notes by the buyer(s) to the applicable Credit Party with respect to the Evanston Sale (the “Evanston Seller Notes”), (ii) the Holders hereby waive the ninety (90) day notice period and Applicable Premium that would otherwise be due under Section 5.2(b) of each Note, but in each case only with respect to the Evanston Prepayment, (iii) Schedule 1.1(d) shall be updated by the parties promptly after the Evanston Prepayment is made, and (iv) concurrent with the issuance of any Evanston Seller Notes, the Borrowers and the Credit Parties will grant the Collateral Agent a Lien on such dateEvanston Seller Notes to the extent not already granted under existing Operative Documents, and promptly deliver all agreements, instruments and documents requested by Collateral Agent under Section 5.3 of the Security Agreement in connection with such Lien. With respect to Dispositions permitted under clauses (g), (h), (i), (j) or (l) above, the Collateral Agent will cooperate in good faith with Borrowers and the Credit Parties to release its Liens on any assets sold in connection with such Disposition on or prior to the final closing of such Disposition and transfer of such assets to the buyer thereof.

Disposition of Assets. The Company will not Borrower shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of related transactions) any of its property (any such transaction, excluding, for the avoidance of doubt, (i) any issuance by the Borrower of its own Equity Interests or any other Loan Party of its Equity Interests to make any Disposition other Loan Party and (ii) any involuntary disposition or disposition as to which a Recovery Event occurs, a “Disposition”), including accounts and notes receivable, with or without recourse, and the Capital Stock in any Subsidiary, or enter into any agreement to do any of the foregoing, except: (a) Dispositions by of inventory in the Company to a Whollyordinary course of business and Dispositions of used, worn-Owned Subsidiaryout, obsolete or surplus assets; (b) Dispositions by a Wholly-Owned Subsidiary of equipment, to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions (i) between and among Loan Parties, (ii) from any Subsidiary that is not a Loan Party to the Borrower or any other Subsidiary and (iii) that are permitted under Section 8.03 (other than Section 8.03(b)); (d) Dispositions of cash and Cash Equivalents and the making of Investments permitted by a Section 8.04; (e) the granting of non-Wholly-Owned Subsidiary to exclusive licenses of patents, trademarks and copyrights by the Company Borrower or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, Dispositions of past due accounts receivable without credit recourse in transactions that do not constitute securitizations in connection with the compromise or sublicensescollection thereof, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value in the ordinary course of business of tangible property as part of a like-kind exchange under Section 1031 of the Code; (as determined h) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, in the reasonable good faith by a Responsible Officer determination of the Company) applicable Loan Party, are not material to the extent that Net Proceeds conduct of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:its business; (i) the purchase Dispositions of current accounts receivable, lease receivables, other financial assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied rights and related assets pursuant to this clause (g)(ii)a Permitted Securitization; and (hj) other Dispositions that are not otherwise permitted by clauses the foregoing provisions of this Section 8.02; provided that (ai) through (g) above, to the extent the higher of the Net Proceeds of any such Disposition and is made for fair market value, (ii) no Event of Default shall exist at the Disposition Value time of the property Disposed or shall exist upon consummation of in any such Disposition, when aggregated with the higher (iii) at least 75% of the Net Proceeds consideration for such Disposition, in the case of any Disposition involving assets with a fair market value in excess of $5,000,000, is payable in cash or Cash Equivalents and (iv) the Disposition Value with respect to aggregate value of all other Dispositions made assets disposed of by the Company Borrower and its Subsidiaries pursuant to this clause subsection (hj) in the same fiscal year of the Company in which such Disposition is made, does shall not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended during any fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided thatyear, in the event aggregate, $50,000,000; provided, however, that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the any portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate maximum amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth permitted as described in clause (hiv) above may, if not used in the fiscal year for which it is permitted above, provided further thatbe carried over for expenditure in the next following fiscal year; and provided, further, if any such amount is so carried over, it will be deemed used in each case, immediately after the applicable subsequent fiscal year before the amount permitted based on the amount determined without giving effect to such Disposition, no Default this proviso or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)preceding proviso.

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Subsidiaries to make Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any Subsidiary whether newly issued or otherwise), except: (a) (i) Dispositions by of inventory and equipment in the Company to a Wholly-Owned Subsidiaryordinary course of business and (ii) Dispositions of Cash Equivalents; (b) Dispositions by a Wholly-Owned Subsidiary the sale of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Investments by any Insurance Subsidiary (other than any of its Investments in Subsidiaries engaged in insurance lines of business) and Dispositions by the Company of Investments, in each case, in the ordinary course of business consistent with past practices of the Company and its Subsidiaries taken as a non-Wholly-Owned whole and the investment policy approved by the board of directors of such Insurance Subsidiary or the Company, as the case may be; (d) Dispositions by the Company or any Subsidiary to the Company or any Subsidiary; (de) (i) any Dispositions pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the Disposition ordinary course of obsolete business for the purpose of managing insurance risk consistent with industry practice and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or other portfolio transfers resulting from all Dispositions described in this clause (ii) consummated after the Closing Date do not exceed $400,000,000 in the aggregate during the term of this Agreement or $150,000,000 in any Fiscal Year; provided that any net proceeds therefrom that are required to be retained by any Insurance Subsidiary pursuant to regulatory restrictions are so retained by such Insurance Subsidiary; (f) obsolete, surplus or worn out property disposed of by the Company or any of its Subsidiaries in the ordinary course of business and consistent with past practices of the Company and its Subsidiaries; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business; (e) business and consistent with the licensing or sub-licensing past practices of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions Company and its Subsidiaries and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (gi) Dispositions consisting of mergers, amalgamations and consolidations among the Company and its Subsidiaries, or of any liquidation, winding up or dissolution of any Subsidiary, in each case to the extent permitted by Section 7.07; (j) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of a Subsidiary or such other nominal shares required to be held other than by the Company or such Subsidiary, as required by applicable law; (k) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (l) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such non-Wholly-Owned Subsidiary, on a pro rata basis; (m) the sale and leaseback of the Company’s headquarters located in Carmel, Indiana, on fair and reasonable terms (as certified to the Agent in writing by a Responsible Officer of the Company); (n) Dispositions required by any regulation or order of any Government Authority; and (o) Dispositions not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which shall be subject to the limitations in clause (e) above); provided that (i) if the fair market value of the property subject to any such Disposition (or series of related Dispositions) exceeds 10% of Consolidated Net Worth (calculated as of the last day of the last fiscal quarter prior to such Disposition for at least which financial statements are available), such Disposition shall be for fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business at least 75% of the Company consideration received in connection therewith at closing shall consist of cash or a Subsidiary, and/orCash Equivalents, (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or on a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately Forma Basis after giving effect to such Disposition, no Default or Event the Company and its Subsidiaries would be in compliance with all of Default would exist the covenants contained in the Loan Documents (including under Sections 10.5all financial covenants), 10.6 and 10.8 as and (iii) no such Disposition shall include the sale of any Capital Stock of any Subsidiary unless 100% of the end Capital Stock of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Subsidiary is sold.

Disposition of Assets. The Company will JM shall not, and shall not and will not suffer or permit --------------------- any of its Subsidiaries Subsidiaries, including the Borrower, to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by the Company to a Whollydispositions of inventory, or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by JM or any Subsidiary to JM or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which JM or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected balances of all Permitted Receivables so sold by the Loan Parties and any of their Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the licensing lease or sub-licensing sublease of intellectual property by JM or any Subsidiary to other general intangibles Persons in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case the sale of cash equivalents and other short term money market investments in the ordinary course of business, business pursuant to JM's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are not sale-leaseback transactions and which do not materially interfere with made for fair market value; provided that (i) the business aggregate value of the Company all assets so -------- sold by JM and its Subsidiaries, taken as a whole; together (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise transaction permitted by clauses (a) through (g) abovef)), to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of shall not in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same any fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 1020% of Consolidated Total Assets (measured as measured on of the last day of the then most recently ended immediately preceding fiscal year and (ii) no dispositions of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause accounts or notes receivable shall be permitted under this subsection (g) aboveunless in connection with the sale of all or substantially all of a business unit, only the portion division or Subsidiary of the Net Proceeds that are not so applied in accordance with JM and such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)sale is otherwise permitted hereunder.

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (collectively, a "Disposition") (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by of inventory, or used, worn-out, obsolete or surplus equipment or intellectual property, all in the Company to a Wholly-Owned Subsidiaryordinary course of business; (b) Dispositions by a Wholly-Owned Subsidiary of equipment and other fixed assets to the Company extent that such equipment or another Wholly-Owned Subsidiaryother fixed assets is exchanged for credit against the purchase price of similar replacement equipment or other fixed assets, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment or other fixed assets; (c) Dispositions by of Accounts Receivable pursuant to a non-Wholly-Owned Subsidiary to the Company or any SubsidiaryPermitted Receivables Purchase Facility; (d) the Disposition of obsolete assets received in connection with the bankruptcy or worn out property reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (e) Dispositions of assets between and among the licensing or subCompany and its Wholly-licensing Owned Subsidiaries that are Domestic Subsidiaries, and Dispositions of intellectual property or other general intangibles in assets between and among Wholly-Owned Subsidiaries of the ordinary course of businessCompany that are Foreign Subsidiaries; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course sales of business, which are not sale-leaseback transactions and Accounts Receivable by Foreign Subsidiaries which do not materially interfere with provide directly or indirectly for recourse for credit losses against the business seller of such Accounts Receivable or against any of such seller's Affiliates and which are done on customary market terms or on other terms satisfactory to the Company and its Subsidiaries, taken as a whole;Administrative Agent; and (g) Dispositions not otherwise permitted hereunder which are made for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent value; provided, that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) at the purchase time of current assets any disposition, no Event of a similar nature to those Disposed ofDefault shall exist or shall result from such disposition, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary aggregate sales price from such disposition shall be paid in cash (other than Indebtedness owing to the Companyprovided, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 may accept promissory notes in an aggregate principal amount equal outstanding at any time not to such holder’s Pro Rata Amount exceed $10,000,000), and (iii) the aggregate value of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so sold by the Company and its Subsidiaries pursuant to this clause subsection (h) in the same fiscal year of the Company in which such Disposition is madeg), does together, shall not exceed an amount equal to in any fiscal year, 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of EBITDA of the Company as of the most recently ended quarterly or annual fiscal period year shall require the consent of the Required Lenders and the Company, on a pro forma basis calculated as if of the last day of the most recently completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition occurred on such date)Disposition.

Disposition of Assets. The Company Borrower will not and will not permit sell, lease, assign, transfer, or otherwise dispose (collectively “Dispositions”) of any of its Subsidiaries assets, or permit any Subsidiary to make do so with any Disposition of its assets, except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property Inventory in the ordinary course of business; (eb) the licensing Dispositions of obsolete, worn or sub-licensing of intellectual property or other general intangibles used equipment; (c) Dispositions in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of short-term consumer loans and any other rights related to such consumer loans arising under the Company and its Subsidiaries, taken CSO Program (including reimbursement obligations under CSO LCs) (collectively the “Consumer Obligations”) so long as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, such consumers have defaulted on such loans and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment related CSO LCs have been fully drawn; (d) Dispositions to a Guarantor as to which Agent has in its possession an executed Guaranty, Contribution and Indemnification Agreement, and Subsidiary Security Agreement, if applicable; (e) Dispositions of unsubordinated Indebtedness certain store locations (including sales of real property and operating business (which may include the sale of Inventory, pawn loans and interests in Pay-Day Advance Loans of the Company Borrower or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary in connection with the sale of such location and sales of the Consumer Obligations described in Section 9.8(c) above in connection with the sale of such location), but excluding liquidating sales of Inventory, pawn loans and interests in Pay-Day Advance Loans and Consumer Obligations made in connection with the CSO Program of the Borrower or any Affiliate)Subsidiary, provided that which do not occur in connection with the Company has offered to prepay sale of any real property or operating business) owned by the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount Borrower or any of its Subsidiaries as of the portion of date hereof so long as the Net Proceeds of such Disposition being applied are promptly paid to the Agent in accordance with Section 4.3; (f) Dispositions to the Borrower or offered to be applied pursuant to this clause (g)(ii)a Subsidiary permitted under Section 9.7; and (hg) other Dispositions not otherwise to an employee or agent of Borrower or a Guarantor to compensate such employee or agent for any liabilities incurred pursuant to any Guarantee permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such dateSection 9.1(j).

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary (other than any Project Finance Subsidiary or any International Subsidiary) to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (whether in one or a series of transactions) any assets (including accounts and notes receivable, with or without recourse, and including any interest in any Subsidiary) or enter into any agreement to make do any Disposition of the foregoing, except: (ai) Dispositions by dispositions of inventory (including inventory comprised of electric energy, gas, oil, coal, aggregate and other materials and products generated, manufactured, produced, mined or purchased for sale, distribution or use in the Company to a Whollyordinary course of business), or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out, damaged or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property surplus equipment, all in the ordinary course of business; (eii) the licensing or sub-licensing sale of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) equipment to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) equipment is exchanged for credit against the purchase price of current assets of a similar nature to those Disposed ofreplacement equipment, or the purchase, acquisition, development, redevelopment or construction proceeds of non-current assets (including, for the avoidance of doubt, such sale are reasonably promptly applied to the extent permitted purchase price of such replacement equipment; (iii) dispositions of assets by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of any Subsidiary to the Company or a any Subsidiary (other than Indebtedness owing a Project Finance Subsidiary) pursuant to reasonable business requirements; (iv) exchanges of property on which recognition of gain or loss would be exempted from recognition pursuant to section 1031 of the CompanyCode; or (v) the sale, assignment or other transfer of accounts receivable, lease receivables or other rights to payment pursuant to any Subsidiary or any Affiliate), Securitization Transaction; provided that the Company has offered to prepay the outstanding Notes held dispositions not prohibited by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount other provisions of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions Agreement and not otherwise permitted by clauses the foregoing which are made for fair market value are permitted so long as (aw) at the time of any disposition, no Default or Event of Default shall exist or shall result from such disposition, (x) the aggregate sales price from such disposition shall be paid (1) in cash, (2) in marketable securities that are the subject of widely or regularly distributed standard price quotations, and/or (3) through (g) above, to the extent issuance of indebtedness by the higher of the Net Proceeds buyer of such Disposition and assets; provided that the Disposition Value aggregate outstanding principal amount of all such indebtedness shall not at any time exceed $20,000,000, (y) the property Disposed aggregate value of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so sold by the Company and its Subsidiaries pursuant to this clause clauses (hi) through (iv), together, shall not exceed in the same any fiscal year 20% of total consolidated assets (as determined in accordance with GAAP) of the Company in which such Disposition is madeand its Subsidiaries, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on based upon the last day of the then most recently ended fiscal year of the Company with respect to which recent financial statements have been delivered to the holders)Administrative Agent under Section 6.01, provided thatand (z) the aggregate amount of all Securitization Obligations shall not at any time exceed $75,000,000; and provided, further, that in no event shall the event that someCompany sell, but not allassign, lease, convey, transfer or otherwise dispose of any capital stock or other equity interests in any of the Net Proceeds of Principal Operating Subsidiaries, except pursuant to a Disposition are applied merger or other transaction permitted in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Section 7.03.

Disposition of Assets. The Company will shall not, and shall not and will not --------------------- suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by the Company to a Whollydispositions of inventory, or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property surplus property, all in the ordinary course of business; (b) the sale of property to the extent that such property is exchanged for credit against the purchase price of other property, or the proceeds of such sale are reasonably promptly applied to the purchase price of other property; (c) dispositions of property by the Company or any Subsidiary to the Company or any Subsidiary or any Unrestricted Subsidiary pursuant to reasonable business requirements or dispositions to a Joint Venture in which the Company or any Subsidiary is making or has made an Investment permitted by subsection 8.4(f); (d) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; provided that the aggregate net uncollected -------- balances of all Permitted Receivables so sold by the Company and its Subsidiaries together at any date of determination shall not exceed 5% of Consolidated Total Assets measured as of the last day of the fiscal quarter immediately preceding such date; (e) the licensing lease or sub-licensing sublease of intellectual property by the Company or any Subsidiary to other general intangibles Persons in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case the sale of cash equivalents and other short term money market investments in the ordinary course of business, business pursuant to the Company's usual and customary cash management policies and procedures; and (g) dispositions not otherwise permitted hereunder which are not sale-leaseback transactions and which do not materially interfere with made for fair market value; provided that (i) the business aggregate value of all assets so sold -------- by the Company and its Subsidiaries, taken as a whole; together (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise transaction permitted by clauses (a) through (g) abovef)), to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of shall not in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same any fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 1020% of Consolidated Total Assets (measured as measured on of the last day of the then most recently ended immediately preceding fiscal year and (ii) no dispositions of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause accounts or notes receivable shall be permitted under this subsection (g) aboveunless in connection with the sale of all or substantially all of a business unit, only the portion division or Subsidiary of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in Borrower and such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)sale is otherwise permitted hereunder.

Disposition of Assets. The Company will not No Borrower or any Subsidiary of a Borrower shall sell, convey, pledge, assign, lease (except for leases entered into in the ordinary course of business), abandon or otherwise transfer or dispose of, voluntarily or involuntarily (any of the foregoing being referred to in this Section 6.08 as a transaction and will not permit any set of related transactions constituting but a single transaction) any of its Subsidiaries to make properties or assets whether tangible or intangible (including, but not limited to, shares of capital stock or other equity interest, as the case may be, of a Borrower or Subsidiary of a Borrower or the Collateral or any Disposition portion thereof), except: (a) Dispositions any sale, transfer or disposition of surplus, obsolete or worn out equipment by the Company to any Borrower or a Wholly-Owned SubsidiarySubsidiary of any Borrower; (b) Dispositions any sale, transfer or lease of inventory by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company any Borrower or any Subsidiary; (d) the Disposition Subsidiary of obsolete or worn out property any Borrower in the ordinary course of business; (ec) the licensing any sale, transfer or sub-licensing lease of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business assets by any Subsidiary of the Company and its Subsidiaries, taken as Borrowers to a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares Borrower or any other form Subsidiary of interest in a company the Borrowers or other entityby any Borrower to any Subsidiary of any Borrower; or (d) any sale, acquisitions transfer or lease of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied those specifically excepted pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (gc) above; provided that (i) the aggregate value of all assets sold by the Borrowers and their Subsidiaries shall not exceed, to the extent the higher in any fiscal year, ten percent (10%) of the Net Proceeds of such Disposition and the Disposition Value reported Consolidated total assets of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds Borrowers and the Disposition Value with respect to all other Dispositions made by the Company and its their Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly immediately preceding fiscal year, (ii) such sale, transfer or annual fiscal period as if lease of assets is preceded by delivery to the Bank at least three (3) Business Days before such Disposition occurred sale, transfer or lease, of a certificate which (1) states such sale, transfer or lease will not violate any covenant of this Agreement, and (2) establishes that, on a pro forma basis after taking into account such date)sale, transfer or lease, the Borrowers are in compliance with the financial covenants set forth in Section 5.17.

Disposition of Assets. The Company will not and will not permit No Credit Party nor any Subsidiary shall dissolve, liquidate or sell, transfer, convey, assign or otherwise dispose of any of its Subsidiaries to make properties or other assets, including any Disposition exceptCapital Stock of any of its Subsidiary (whether in a public or a private offering or otherwise), any of its receivables or any of its other Investments, other than: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (di) the Disposition sale of obsolete or worn out property inventory in the ordinary course of business; (eii) dispositions of assets (other than receivables owned by Credit Parties) (A) among Credit Parties, (B) by Subsidiaries that are not Credit Parties to (x) Credit Parties and (y) other Subsidiaries that are not Credit Parties, (C) among Foreign Subsidiaries or (D) by Foreign Subsidiaries to Credit Parties; (iii) dispositions of obsolete or worn out equipment or fixtures no longer useful in the licensing business, whether now owned or sub-licensing of intellectual property or other general intangibles hereafter acquired, in the ordinary course of business; (fiv) leases, subleases, licenses, or sublicenses, in each case non-exclusive licenses of intellectual property in the ordinary course of businessbusiness (other than to the extent such licenses would restrict the ability of the Credit Party or the Administrative Agent to sell or license the subject intellectual property or impair the security interests granted to the Administrative Agent); provided that to the extent approved by the Administrative Agent in its Permitted Discretion, such licenses are permitted to be exclusive to the extent such licenses relate to specific lines or products or specific geographic locations; (v) the abandonment or termination of intellectual property rights in the ordinary course of business which are not sale-leaseback transactions and which do not materially interfere with material to the operation of the business of the Company and its Subsidiaries, taken as a wholeCredit Parties; (gvi) Dispositions for at least fair market value (dispositions of cash and Cash Equivalents except with respect to transactions prohibited hereunder so long as determined such dispositions are not in good faith by a Responsible Officer violation of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, Section 6.15 or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, Agency Account Agreements to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which they are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)subject; and (hvii) other Dispositions not otherwise permitted by clauses the liquidation of stores (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value inventory contained therein) of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company Holdings and its Subsidiaries pursuant to this clause (h) specified in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), Approved Budget; provided that, in the event that some, but not all, of the Net Cash Proceeds received by Holdings or any of a Disposition its Subsidiaries in connection therewith are applied in accordance with clause the Approved Budget and Section 2.05(a). Notwithstanding anything to the contrary contained in this Section 7.05, (gi) aboveany disposition of Capital Stock or (ii) any merger, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (ordissolution, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further thatliquidation or consolidation, in each case, immediately after giving effect among the Credit Parties and/or their Subsidiaries that would otherwise be permitted by this Section 7.05 shall be subject to the requirement that (a) the Credit Parties provide the Administrative Agent not less than thirty (30) days’ notice (or such Dispositionearlier time acceptable to the Administrative Agent) prior to the consummation of any such disposition, no Default merger, dissolution, liquidation or Event consolidation and (b) the Credit Parties shall have complied with Section 6.12 prior to the consummation thereof; provided further that the deadlines for the execution and delivery of Default would exist (including Loan Documents, descriptions, legal opinions, resolutions, and all other instruments, certificates, documents, agreements and deliverables referred to in Section 6.12 shall be deemed to refer to the date of such disposition, merger, dissolution, liquidation or consolidation, and all action required to be taken by the Credit Parties under Sections 10.5Section 6.12 shall be required to be taken on or before the date of such disposition, 10.6 and 10.8 as of the end of the most recently ended quarterly merger, dissolution, liquidation or annual fiscal period as if such Disposition occurred on such date)consolidation.

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Subsidiaries to, convey, sell, assign, lease, transfer or dispose all or any portion of its assets (including accounts receivable and Capital Stock of Subsidiaries) to make any Disposition except:Person in a single transaction or in a series of transactions, except for (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property Sale in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (hb) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (so long as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default has occurred and is continuing or would exist result therefrom, Sales of assets with an aggregate book value not exceeding 10% of the consolidated assets of the Company and its Subsidiaries (including under Sections 10.5, 10.6 as determined in accordance with GAAP and 10.8 this Section 6.3) as of the end of the most recently ended quarterly concluded Fiscal Year; provided that, for purposes of this paragraph (b): (i) the consolidated assets of the Company and its Subsidiaries as of the end of the most recently concluded Fiscal Year shall exclude any interest of the Company in The TriZetto Group Inc., and any shares of Capital Stock of a Subsidiary that are subject to a Sale shall be valued at the aggregate net book value of the assets of such Subsidiary multiplied by a fraction of which the numerator is the aggregate number of shares of Capital Stock of such Subsidiary issued or annual fiscal period as if disposed of in such Disposition occurred on Sale and the denominator is the aggregate number of shares of Capital Stock of such date)Subsidiary outstanding immediately prior to such Sale; and (ii) any Sale (x) by any Subsidiary to the Company of a wholly-owned Subsidiary and (y) any Sale of the Company’s interest in The TriZetto Group Inc. shall not be taken into account. It being agreed that nothing in this Section shall be deemed to directly or indirectly limit any sale by the Company or any of its Subsidiaries to any other Person of margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) to the extent such limitation could result in the view that the Borrower Obligations hereunder are directly or indirectly secured by such margin stock.

Disposition of Assets. The Company will not Issuers shall not, and will shall not permit any Note Party or any member of its Subsidiaries to make the GMHI Group to, Dispose of (whether in one or a series of transactions) any Disposition exceptassets, except that: (a) subject to the requirements set forth in Section 6.2, Dispositions by of GMHI Owned Shares (including GMHI Pledged Shares) and the Company to a Wholly-▇▇▇.▇▇ Owned SubsidiaryShares (including the ▇▇▇.▇▇ Pledged Shares) shall be permitted; provided, that, other than in the case of the ▇▇▇.▇▇ Owned Shares (excluding the ▇▇▇.▇▇ Pledged Shares), such Dispositions are for fair market value and 100% of the consideration received in connection therewith shall consist of cash; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (ci) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case inventory and equipment in the ordinary course of business, which (ii) Dispositions of cash and Cash Equivalents and (iii) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to a member of the GMHI Group or otherwise in respect of mortgage loans insured by a member of the GMHI Group; (c) (i) Dispositions of investments by any Insurance Subsidiary (other than Equity Interests of Subsidiaries engaged in insurance lines of business) and (ii) Dispositions by GFI or any of its Subsidiaries of investments to the extent not prohibited under this Note made in connection with the management of cash and/or Cash Equivalents in the ordinary course of business, in each case, consistent with the investment policy of such Insurance Subsidiary, GFI or such Subsidiary in effect from time to time, as the case may be; provided that, for the avoidance of doubt, this clause (c) would not permit the Disposition of the ▇▇▇.▇▇ Owned Shares and the GMHI Owned Shares; (d) Dispositions among GFI and its Subsidiaries; (e) the sale of property to the extent that such property is exchanged for credit against the purchase price of replacement property or the proceeds of such sale are not sale-leaseback transactions reasonably promptly applied to the purchase price of such replacement property; (f) obsolete, surplus, worn out or damaged property disposed of by such Issuer, Note Party or member of the GMHI Group in the ordinary course of their business; (g) transfers resulting from any casualty or condemnation or expropriation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business of such Issuer, Note Party or member of the GMHI Group and which do not materially interfere with the business of such Issuer, Note Party or member of the Company GMHI Group; (i) any Qualifying Equity Transaction, in each case, to the extent constituting a Disposition provided that the relevant proceeds of such Qualifying Equity Transaction are applied, to the extent required, in accordance with Section 6.2; (j) (i) Dispositions of shares of Equity Interests in order to qualify members of the board of directors or equivalent governing body of any Subsidiary or such other nominal shares issued to foreign nationals required to be held other than by GFI or such Subsidiary, as required by applicable law and (ii) issuances of Equity Interests pursuant to and in accordance with equity compensation plans or programs and other benefit and compensation plans, programs or agreements for directors, officers, employees, managers or consultants of GFI and its Subsidiaries, taken as a whole; (gk) Dispositions for at least fair market value the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (as determined l) sale and lease back transactions in good faith by a Responsible Officer respect of any property acquired after the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied Issue Date, and consummated within 365 days after the date acquisition of such Disposition to either or both (without duplication) of:property; (im) [reserved]; (n) [reserved]; (o) operating leases entered into in the ordinary course of business; (p) the purchase surrender or waiver of current assets contract rights or litigation rights or the settlement, release or surrender of a tort or other litigation claims of any kind; (q) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar nature proceedings and exclusive of factoring or similar arrangements; (r) the transfer of improvements, additions or alterations in connection with the lease of any property; (s) Dispositions by Insurance Subsidiaries pursuant to those Disposed ofstatutory capital financings so long as such Disposition is entered into for the purpose of managing insurance risk or capital; (t) any other Disposition or series of related Dispositions for consideration not in excess of $5,000,000 in each case; (u) Dispositions of investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the purchasejoint venture parties set forth in joint venture arrangements and similar binding arrangements; (v) the creation, acquisitionincurrence or assumption of any Lien permitted under Section 11.1 constituting, developmentin whole or in part, redevelopment a Disposition; and (w) Dispositions by the Note Parties or construction any member of non-current the GMHI Group of assets (including, for the avoidance of doubt, to the extent Equity Interests but excluding Dispositions permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interestsSection 11.3(a)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), ; provided that the Company has offered with respect to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such any Disposition being applied or offered to be applied pursuant to this clause (g)(iiw); and , such Dispositions shall be (h1) other Dispositions not otherwise permitted by clauses for fair market value and (a2) through (g) above, to the extent the higher involving a purchase price of greater than $5,000,000, at least 75.0% of the Net Proceeds consideration received in connection therewith at closing shall consist of cash and Cash Equivalents (provided, that for purposes of this clause (2), (A) any liabilities assumed by the transferee with respect to the applicable Disposition shall be deemed to be cash, (B) any securities received from such transferee that are converted into cash or Cash Equivalents within 180 days following the closing of the applicable Disposition shall be deemed to be cash and (C) Designated Non-Cash Consideration received in respect of such Disposition and the Disposition Value of the property Disposed of in such Dispositionhaving an aggregate fair market value, when aggregated taken together with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries Designated Non-Cash Consideration received pursuant to this clause (hw) that is at that time outstanding, not in the same fiscal year excess of the Company in which such Disposition is made$15,000,000, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect case be deemed to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such datebe cash).

Disposition of Assets. The Company will not Borrower shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of related transactions) any of its property (any such transaction, excluding, for the avoidance of doubt, (i) any issuance by the Borrower of its own Equity Interests or any other Loan Party of its Equity Interests to make any Disposition other Loan Party and (ii) any involuntary disposition or disposition as to which a Recovery Event occurs, a “Disposition”), including accounts and notes receivable, with or without recourse, and the Capital Stock in any Subsidiary, or enter into any agreement to do any of the foregoing, except: (a) Dispositions by of inventory in the Company to a Whollyordinary course of business and Dispositions of used, worn-Owned Subsidiaryout, obsolete or surplus assets; (b) Dispositions by a Wholly-Owned Subsidiary of equipment, to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions (i) between and among Loan Parties, (ii) from any Subsidiary that is not a Loan Party to the Borrower or any other Subsidiary and (iii) that are permitted under Section 8.03 (other than Section 8.03(b)); (d) Dispositions of cash and Cash Equivalents and the making of Investments permitted by a Section 8.04; (e) the granting of non-Wholly-Owned Subsidiary to exclusive licenses of patents, trademarks and copyrights by the Company Borrower or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, Dispositions of past due accounts receivable without credit recourse in transactions that do not constitute securitizations in connection with the compromise or sublicensescollection thereof, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value in the ordinary course of business of tangible property as part of a like-kind exchange under Section 1031 of the Code; (as determined h) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, in the reasonable good faith by a Responsible Officer determination of the Company) applicable Loan Party, are not material to the extent that Net Proceeds conduct of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:its business; (i) the purchase Dispositions of current accounts receivable, lease receivables, other financial assets of and other rights and related assets pursuant to a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets Permitted Securitization; (including, for the avoidance of doubt, to the extent j) Dispositions that are not permitted by the other terms foregoing provisions of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments Section 8.02; provided that (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding i) any such payments Disposition is made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiaryfor fair market value, and/or (ii) no Event of Default shall exist at the permanent repayment time of or prepayment shall exist upon consummation of unsubordinated Indebtedness any such Disposition and (iii) at least 75% of the Company consideration for such Disposition, in the case of any Disposition involving assets with a fair market value in excess of $10,000,000, is payable in cash or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)Cash Equivalents; and (hk) other Dispositions not otherwise permitted any Disposition of any Investment acquired by clauses (a) through (g) above, to the extent the higher virtue of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value any Bail-In Action with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)any Lender.

Disposition of Assets. The Company will not Borrower shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of related transactions) any of its property (any such transaction, excluding, for the avoidance of doubt, (i) any issuance by the Borrower of its own Equity Interests or any other Loan Party of its Equity Interests to make any Disposition other Loan Party and (ii) any involuntary disposition or disposition as to which a Recovery Event occurs, a “Disposition”), including accounts and notes receivable, with or without recourse, and the Capital Stock in any Subsidiary, or enter into any agreement to do any of the foregoing, except: (a) Dispositions by of inventory in the Company to a Whollyordinary course of business and Dispositions of used, worn-Owned Subsidiaryout, obsolete or surplus assets; (b) Dispositions by a Wholly-Owned Subsidiary of equipment, to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions (i) between and among Loan Parties, (ii) from any Subsidiary that is not a Loan Party to the Borrower or any other Subsidiary and (iii) that are permitted under Section 8.03 (other than Section 8.03(b)); (d) Dispositions of cash and Cash Equivalents and the making of Investments permitted by a Section 8.04; (e) the granting of non-Wholly-Owned Subsidiary to exclusive licenses of patents, trademarks and copyrights by the Company Borrower or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, Dispositions of past due accounts receivable without credit recourse in transactions that do not constitute securitizations in connection with the compromise or sublicensescollection thereof, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value in the ordinary course of business of tangible property as part of a like-kind exchange under Section 1031 of the Code; (as determined h) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, in the reasonable good faith by a Responsible Officer determination of the Company) applicable Loan Party, are not material to the extent that Net Proceeds conduct of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:its business; (i) the purchase Dispositions of current accounts receivable, lease receivables, other financial assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied rights and related assets pursuant to this clause (g)(ii)a Permitted Securitization; and (hj) other Dispositions that are not otherwise permitted by clauses the foregoing provisions of this Section 8.02; provided that (ai) through (g) above, to the extent the higher of the Net Proceeds of any such Disposition and is made for fair market value, (ii) no Event of Default shall exist at the Disposition Value time of the property Disposed or shall exist upon consummation of in any such Disposition, when aggregated with the higher (iii) at least 75% of the Net Proceeds consideration for such Disposition, in the case of any Disposition involving assets with a fair market value in excess of $10,000,000, is payable in cash or Cash Equivalents and (iv) the Disposition Value with respect to aggregate value of all other Dispositions made assets disposed of by the Company Borrower and its Subsidiaries pursuant to this clause subsection (hj) in the same fiscal year of the Company in which such Disposition is made, does shall not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended during any fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided thatyear, in the event aggregate, $75,000,000; provided, however, that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the any portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate maximum amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth permitted as described in clause (hiv) above may, if not used in the fiscal year for which it is permitted above, provided further thatbe carried over for expenditure in the next following fiscal year; and provided, further, if any such amount is so carried over, it will be deemed used in each case, immediately after the applicable subsequent fiscal year before the amount permitted based on the amount determined without giving effect to such Disposition, no Default this proviso or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)preceding proviso.

Disposition of Assets. The Company will not and will not Borrower shall not, nor shall it permit any of its Subsidiaries to make to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any of its Subsidiaries whether newly issued or otherwise), except: (a) (i) Dispositions by of inventory and equipment in the Company ordinary course of business and (ii) Dispositions of Cash Equivalents in the ordinary course of business to a Wholly-Owned Subsidiarythe extent the proceeds thereof are retained and invested in cash or other Cash Equivalents; (b) Dispositions by a Wholly-Owned Subsidiary the sale of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Insurance Investments by a non-Wholly-Owned any Insurance Subsidiary to the Company (or any Subsidiary of an Insurance Subsidiary) in the ordinary course of business in compliance with the policies and procedures approved by the board of directors or the investment committee (or other applicable committee) of such Insurance Subsidiary (or such Subsidiary of an Insurance Subsidiary); (d) Dispositions by the Disposition Borrower to a Credit Party or by any Subsidiary of obsolete the Borrower to a Credit Party or any Subsidiary of the Borrower; (e) any Dispositions pursuant to a Reinsurance Agreement entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (f) obsolete, surplus or worn out property disposed of by the Borrower or any of its Subsidiaries in the ordinary course of business and consistent with past practices of such Person; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business; (e) business and consistent with the licensing or sub-licensing past practices of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions Borrower and its Subsidiaries and which do not materially interfere with the business of the Company Borrower and its Subsidiaries; (i) Dispositions consisting of mergers, amalgamations and consolidations among the Borrower and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined or of any liquidation, winding up or dissolution of any of its Subsidiaries, in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, each case to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)7.07; and (hj) other Dispositions not otherwise permitted by clauses hereunder (a) through (g) aboveother than pursuant to Reinsurance Agreements, which shall be subject to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth limitations in clause (he) above) not to exceed $5,000,000 in the aggregate during the term of this Agreement; provided that (x) such Dispositions shall be for fair market value, provided further that, in each case, immediately (y) on a Pro Forma Basis after giving effect to such Disposition, the Credit Parties and their Subsidiaries would be in compliance with all of the applicable covenants contained in the Loan Documents (including all financial and ratings covenants) and the Borrower or any of its Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents. Notwithstanding the foregoing (i) if (A) no Default or Event of Default under any other Section of this Agreement has occurred and is continuing or would exist result from the relevant Disposition and (including under Sections 10.5, 10.6 and 10.8 as B) the Guarantee from Parent of the end Obligations is in full force and effect, then the restrictions of this Section 7.03 will not apply and (ii) neither the Borrower nor any Subsidiary thereof shall Dispose of (whether in one or a series of transactions) (other than pursuant to any transaction permitted by Section 7.07) any Capital Stock of (A) any Subsidiary of the most recently ended quarterly Borrower that directly or annual fiscal period as if such Disposition occurred on such date)indirectly owns any Capital Stock of BCR or ILS or (B) any Capital Stock of BCR or ILS, in each case, whether newly issued or otherwise.

Disposition of Assets. The Company will not and will not Borrower shall not, nor shall it permit any of its Subsidiaries to make to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any of its Subsidiaries whether newly issued or otherwise), except: (a) (i) Dispositions by of inventory and equipment in the Company ordinary course of business and (ii) Dispositions of Cash Equivalents in the ordinary course of business to a Wholly-Owned Subsidiarythe extent the proceeds thereof are retained and invested in cash or other Cash Equivalents; (b) Dispositions by a Wholly-Owned Subsidiary the sale of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Insurance Investments by a non-Wholly-Owned any Insurance Subsidiary to the Company (or any Subsidiary of an Insurance Subsidiary) in the ordinary course of business in compliance with the policies and procedures approved by the board of directors or the investment committee (or other applicable committee) of such Insurance Subsidiary (or such Subsidiary of an Insurance Subsidiary); (d) Dispositions by the Disposition Borrower to a Credit Party or by any Subsidiary of obsolete the Borrower to a Credit Party or any Subsidiary of the Borrower; (e) any Dispositions pursuant to a Reinsurance Agreement entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (f) obsolete, surplus or worn out property disposed of by the Borrower or any of its Subsidiaries in the ordinary course of business and consistent with past practices of such Person; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business; (e) business and consistent with the licensing or sub-licensing past practices of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions Borrower and its Subsidiaries and which do not materially interfere with the business of the Company Borrower and its Subsidiaries; (i) Dispositions consisting of mergers, amalgamations and consolidations among the Borrower and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined or of any liquidation, winding up or dissolution of any of its Subsidiaries, in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, each case to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)7.07; and (hj) other Dispositions not otherwise permitted by clauses hereunder (a) through (g) aboveother than pursuant to Reinsurance Agreements, which shall be subject to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth limitations in clause (he) above) not to exceed $5,000,000 in the aggregate during the term of this Agreement; provided that (x) such Dispositions shall be for fair market value, provided further that, in each case, immediately (y) on a Pro Forma Basis after giving effect to such Disposition, the Credit Parties and their Subsidiaries would be in compliance with all of the applicable covenants contained in the Loan Documents (including all financial and ratings covenants) and the Borrower or any of its Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents. Notwithstanding the foregoing (i) if (A) no Default or Event of Default under any other Section of this Agreement has occurred and is continuing or would exist result from the relevant Disposition and (including under Sections 10.5, 10.6 and 10.8 as B) the Guarantee from Holdings of the end Obligations is in full force and effect, then the restrictions of this Section 7.03 will not apply and (ii) neither the Borrower nor any Subsidiary thereof shall Dispose of (whether in one or a series of transactions) (other than pursuant to any transaction permitted by Section 7.07) any Capital Stock of (A) any Subsidiary of the most recently ended quarterly Borrower that directly or annual fiscal period as if such Disposition occurred on such date)indirectly owns any Capital Stock of Montpelier Re, BCR or ILS or (B) any Capital Stock of Montpelier Re, BCR or ILS, in each case, whether newly issued or otherwise.

Disposition of Assets. The Company will not and will not Borrower shall not, nor shall it permit any of its Subsidiaries to make (other than Immaterial Subsidiaries) to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any of its Subsidiaries whether newly issued or otherwise), except: (a) (i) Dispositions by of inventory and equipment in the Company to a Wholly-Owned Subsidiaryordinary course of business, (ii) Dispositions of cash or Cash Equivalents in the ordinary course of business or (iii) the unwinding of any Permitted Swap Obligations; (b) Dispositions by a Wholly-Owned Subsidiary the sale of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Insurance Investments by a non-Wholly-Owned any Insurance Subsidiary to the Company (or any Subsidiary of an Insurance Subsidiary); (d) Dispositions by the Borrower to a Subsidiary of the Borrower or by any Subsidiary of the Borrower to the Borrower or any of the Subsidiaries of the Borrower; (e) any Dispositions pursuant to Reinsurance Agreements and Statutory Reserve Financings entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (f) any Disposition of obsolete used, obsolete, surplus, damaged or worn out property disposed of by the Borrower or any of its Subsidiaries in the ordinary course of business and the disposition of Permitted Investments in the ordinary course of business; (eg) foreclosure, condemnation, casualty or any similar action with respect to property or other assets; (h) the licensing or subsublicensing of patents, trade secrets, know-licensing of how and other intellectual property property, know-how or other general intangibles in the ordinary course of business; (f) leases, subleases, and licenses, leases or sublicenses, in each case in the ordinary course subleases of business, which are not sale-leaseback transactions and other property which do not materially interfere with the business of the Company Borrower and its Subsidiaries as operated immediately prior to the granting of such license, lease or sublease; (i) Dispositions consisting of mergers, amalgamations and consolidations among the Borrower and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined or of any liquidation, winding up or dissolution of any of their Subsidiaries, in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, each case to the extent permitted by Section 7.06; (j) a sale/leaseback transaction that is made for cash consideration in an amount not less than the other terms cost of this Agreement, the underlying fixed or capital expenditures, acquisitions of shares asset and is consummated within 180 days after the Borrower or any other form Subsidiary acquires or completes the acquisition of interest such fixed or capital asset; (k) dispositions of receivables in a company connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (l) to the extent allowable under Section 1031 of the Code, any exchange of like property for use in any business that is the same as or related, ancillary or complementary to any of the businesses of the Borrower and the Subsidiaries on the Closing Date and any reasonable extension or evolution of any of the foregoing; (m) any sale of Capital Stock, Indebtedness or other entitysecurities, acquisitions of assets(i) any Immaterial Subsidiary or (ii) any Subsidiary, and other investments including any Insurance Subsidiary, which becomes a Subsidiary of the Borrower after the Closing Date; (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made n) the receipt by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or any Restricted Subsidiary of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets; (o) operating leases in the ordinary course of business; (p) the surrender or waiver of contract rights or litigation rights or the settlement, release or surrender of tort or other litigation claims of any kind; (q) the transfer of improvements, additions or alterations in connection with the lease of any property; (r) dispositions of Investments made out of the cash proceeds received from any Insurance Subsidiary permitted to be distributed in accordance with Section 7.07 hereof, pending further distribution in accordance with Section 7.07 hereof; (s) an issuance of Capital Stock by a Subsidiary to the Borrower or a Guarantor; (t) sales of assets received by the Borrower or any Subsidiary upon the foreclosure on a Lien; (u) sale of assets of a Subsidiary which becomes a Subsidiary of the Borrower after the Closing Date; (v) (i) sale of Equity Interests in an Immaterial Subsidiary, and/or (ii) subject to the permanent repayment or prepayment last paragraph of unsubordinated Indebtedness this Section 7.03, sale of the Company or a Equity Interests in any Insurance Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any AffiliateFGL Insurance) and (iii) other sales of assets (other than Equity Interests), provided that the Company has offered to prepay the outstanding Notes held by so long as, in each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to case (x) immediately before and after giving effect thereto, no Default shall have occurred and be applied pursuant to this clause continuing, and (g)(ii)y) no Rating Decline Event shall have occurred; and (hw) other Dispositions not otherwise dispositions permitted by clauses Section 7.07 hereof. Notwithstanding the foregoing neither the Borrower nor any Subsidiary thereof shall Dispose of (awhether in one or a series of transactions) through (gi) aboveany Capital Stock of FGL Insurance, to the extent the higher (ii) Capital Stock representing more than 49.9% of the Net Proceeds aggregate amount of such Disposition and the Disposition Value outstanding Capital Stock of any Insurance Subsidiary of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all Borrower (other Dispositions made by the Company and its Subsidiaries pursuant to this clause (hthan FGL Insurance) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured existence on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further thatClosing Date, in each case, immediately after giving effect to such Disposition, no Default whether newly issued or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)otherwise.

Disposition of Assets. The Company will shall not, and shall not and will not --------------------- suffer or permit any Semiconductor Operations Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) (together, "Dispositions") or ------------ enter into any agreement to make do any Disposition exceptof the foregoing, except for: (a) Dispositions by a Semiconductor Operations Subsidiary of all or substantially all of its assets (upon voluntary dissolution, liquidation or otherwise) to the Company or any other Person, provided that if such a -------- Disposition is to a Person other than the Company or another Semiconductor Operations Subsidiary (or a Wholly-Owned Subsidiary which, immediately following such dissolution or liquidation, will become a Semiconductor Operations Subsidiary), such Disposition would be a Distribution permitted under Section 7.09(d); (b) Dispositions by a Whollyof assets in the ordinary course of business (the parties hereby agreeing that Dispositions of inventory, or used, worn-Owned Subsidiary out or surplus equipment, or equipment pursuant to Permitted Sale-Leaseback Transactions shall be considered to be Dispositions in the Company or another Wholly-Owned Subsidiaryordinary course of business); (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company of immaterial ($1,000,000 or any Subsidiary; (dless individually) the Disposition of obsolete or worn out property in assets outside the ordinary course of business; (ed) the licensing or sub-licensing Dispositions of intellectual property or other general intangibles in material (greater than $1,000,000 individually) assets outside the ordinary course of businessbusiness (other than accounts and notes receivable); provided that, except to the extent Commitment reductions are -------- effected and any related prepayments made as contemplated by the last paragraph of this Section 7.03, the aggregate Net Proceeds of all material assets so sold, together with the aggregate Net Proceeds of any material (greater than $1,000,000 individually) assets disposed of pursuant to sale- leaseback transactions which do not constitute Permitted Sale-Leaseback Transactions since the Original Closing Date, shall not exceed $200,000,000 (the disposition of assets acquired in the TI Acquisition being excluded from the foregoing calculation); (e) Subject to Subsection 7.03(f), dispositions of non-semiconductor operations assets, including dispositions of the capital stock of Subsidiaries that are not Semiconductor Operations Subsidiaries; (f) leasesDisposition of shares of Micron Electronics, subleasesInc. stock, licensesprovided -------- that, or sublicensesexcept to the extent Commitment reductions are effected and any related prepayments made as contemplated by the last paragraph of this Section 7.03, in each case in the ordinary course of business, which are aggregate Net Proceeds therefrom since the Original Closing Date shall not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole;exceed $200,000,000; and (g) Dispositions for at least fair market value (as determined Disposition of assets acquired in good faith by a Responsible Officer of the Company) to TI Acquisition. Notwithstanding the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: foregoing, (i) the purchase of current assets of a similar nature subject to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or clause (ii) below, the permanent repayment or aggregate amount of Dispositions under subsections (d) and (f) since the Original Closing Date shall not exceed $300,000,000 in the aggregate; and (ii) Dispositions described in subsections (d) and (f) which involve an amount exceeding the maximum amount permitted under this Section 7.03 will be permitted hereunder if the Commitments are reduced as contemplated by Section 2.05 and, if required by Section 2.06 as a result of such Commitment reductions, the Net Proceeds are paid over to the Agent for the account of the Banks as a prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder Loans in accordance with the requirements of Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)2.06.

Disposition of Assets. The Company Borrower will not not, and will not permit any of its Subsidiaries to, become a party to make or agree to or effect any Disposition except: disposition of assets, other than (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to sale of inventory and the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or equipment other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be than Vessels no longer used or useful in the business or operations of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further thatBorrower, in each case, immediately after giving effect in the ordinary course of business consistent with past practices, (b) the transfer of assets from any Subsidiary of the Borrower to such Dispositionthe Borrower or a Guarantor or from any non-Guarantor Subsidiary to the Borrower or another Subsidiary of the Borrower, and (c) the sale of assets by the Borrower and its Subsidiaries not otherwise permitted pursuant to the foregoing clauses of this Section 12.5.2; provided that, for purposes of this clause (c), (i) no Default or Event of Default would exist shall have occurred and be continuing, (including under Sections 10.5, 10.6 and 10.8 as ii) each such sale is made to a third party which is not an Affiliate of the end Borrower, (iii) the Agents and the Required Banks shall have given their prior written consent to such sale (which consent will not be unreasonably withheld so long as, in consideration for such sale, the Borrower and/or one or more of its Subsidiaries receives cash in an amount not less than the fair market value of such assets), and (iv) the Borrower shall apply the Net Cash Proceeds received from such sale, transfer or other disposition to the prepayment of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Term Loan in accordance with Section 4.6 and, after the repayment in full of the Term Loan, to the repayment of the Revolving Credit Loans, which repayment of Revolving Credit Loans will be accompanied by an equivalent and permanent reduction in the Total Revolving Credit Commitment.

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary to, directly or indirectly, (x) issue any equity interests of its Subsidiaries any Subsidiary to make any Disposition Person which is not the Company or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property, including accounts and notes receivable, with or without recourse (each, an "Asset Disposition"), or enter into any agreement to do any of the foregoing, except: (a) Dispositions by the Company to a Whollydispositions of inventory, or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property surplus equipment, all in the ordinary course of business; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Asset Dispositions by the Company or any Subsidiary to any Wholly-Owned Subsidiary that is party to the Subsidiary Guaranty and Asset Dispositions permitted by Section 8.03(c); (d) sales of accounts receivable and related rights (and of rights as lessor under capitalized leases and related equipment and rights) to or by a Securitization Subsidiary pursuant to a Permitted Securitization; (e) sale/leaseback transactions involving an aggregate consideration not to exceed $10,000,000 after the licensing or sub-licensing date hereof; (f) the transfer of intellectual property Lease Assets to Leasing Subsidiaries solely in connection with Leasing Transactions; (g) the sale or other general intangibles disposition of the assets or stock of Summit Performance Systems, Inc. in exchange for cash or a promissory note; provided, that any such promissory note is pledged to the Agent pursuant to the Pledge Agreement; (h) Asset Dispositions that are not otherwise permitted in this Section 8.02 and which are of property located outside of the United States; provided; that the aggregate fair market value of all such property disposed of after the date hereof (valued at the time of disposition) shall not exceed $10,000,000; (i) Asset Dispositions of property (1) acquired pursuant to Section 8.04(a) or (2) acquired as an Investment pursuant to Section 8.04(b)-(p); provided, that the aggregate fair market value of such property referred to in clause (2) shall not exceed $10,000,000 after the date hereof; (j) the granting of non-exclusive licenses of patents, trademarks and copyrights by the Company or any Subsidiary; (k) Asset Dispositions identified on Schedule 8.02; (l) sales at a discount in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith accounts receivable arising out of sales by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness its Domestic Subsidiaries to Persons domiciled outside of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)United States; and (hm) other Dispositions dispositions not otherwise permitted by clauses hereunder which are made for fair market value; provided, that (ai) through at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (gii) above, to the extent the higher at least 75% of the Net Proceeds aggregate sales price from such dispositions shall be paid in cash, and (iii) the aggregate value of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so sold by the Company and its Subsidiaries pursuant to this clause after the date hereof, together, shall not (hx) represent more than 10% of Net Worth, as would be shown in the same fiscal year consolidated financial statements of the Company in and its Subsidiaries as at the end of the fiscal quarter next preceding the date on which such Disposition determination is made, does not exceed an amount equal to or (y) be responsible for more than 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year consolidated net revenues or consolidated net income of the Company with respect to which financial statements have been delivered to and its Subsidiaries for the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 12-month period ending as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)quarter next preceding the date of determination.

Disposition of Assets. The Company will not not, and will not permit any of its Subsidiaries Subsidiary to make Transfer any Disposition Property except: (ai) Dispositions by Transfers of inventory and of current assets in the ordinary course of business of the Company or such Subsidiary; (ii) Transfers of other Property no longer necessary for the operation of, and that individually and in the aggregate are not material to, the business of the Company and the Subsidiaries, in the ordinary course of business of the Company or such Subsidiary; (iii) Transfers from the Company to a Wholly-Owned SubsidiarySubsidiary or any other Subsidiary that is an Obligor; (biv) Dispositions by Transfers from a Subsidiary to the Company or a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiaryany other Subsidiary that is an Obligor; (cv) Dispositions Transfers of Property necessary to give effect to merger or consolidation transactions permitted by a non-Wholly-Owned Subsidiary to the Company or any SubsidiarySection 4.6; (dvi) the Disposition sale or discount without recourse of obsolete accounts receivable or worn out 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; (vii) the license of intellectual property in the ordinary course of business; (eviii) leases or subleases not materially interfering with the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary ordinany course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course conduct of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (gix) Dispositions Transfers of Property during any fiscal year, so long as the aggregate Fair Market Value or book value, whichever is greater, of all such Property is less than $500,000. (x) any other Transfer of Property; PROVIDED (l) that any such Transfer for more than $200,000 shall be for consideration at least fair market value 50% of which consists of Acceptable Consideration and (as determined 2) the proceeds of such transfer which are in good faith the form of Acceptable Consideration, net of reasonable and ordinary transaction costs (including, without limitation, attorneys' fees, accountants' fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, amounts required to be applied to the repayment of Debt secured by a Responsible Officer of Lien on any asset which is the Company) to the extent that Net Proceeds subject of such Disposition Transfer), taxes paid or reasonably estimated by the Company to be payable as a result thereof (including withholding taxes) and appropriate amounts to be provided by the Company or an equal amountany Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Transfer and retained by the Company or any Subsidiary as the case may be, after such Transfer, are, within three hundred and sixty (360) are applied within 365 days after such transfer, applied by the date of Company or any such Disposition to either or both (without duplication) ofSubsidiary either: (iA) the to purchase of current assets of a productive tangible Property, similar in nature to those Disposed of, or that of the purchase, acquisition, development, redevelopment or construction of non-current assets (includingProperty so Transferred, for use in the avoidance conduct of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/orand the Subsidiaries; (iiB) to the permanent repayment or prepayment of unsubordinated Indebtedness a principal amount of Senior Debt (including, without limitation, payments in respect of a Revolving Credit Facility, resulting in a permanent reduction of the Company availability or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliatecommitments thereunder), provided that but not including payments in respect of a Revolving Credit Facility which do not result in a permanent reduction of the Company has offered availability or commitments thereunder; or (C) to prepay a prepayment of the outstanding principal amount of the Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)1.3; and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each such case, immediately before and after the consummation of the Transfer, and after giving effect to such Dispositionthereto, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)exist.

Disposition of Assets. The Company will not and will not Dispose of, or permit any of its Subsidiaries to make Dispose of, any Disposition assets, except: (ai) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition sales of obsolete or worn out property inventory in the ordinary course of business; (e) its business or consistent with past practice or Ordinary Course Industry Norms, and the licensing or sub-licensing granting of intellectual property any option or other general intangibles right to purchase, lease or otherwise acquire inventory, in the ordinary course of businessits business or consistent with past practices or Ordinary Course Industry Norms; (fii) leasesin a transaction authorized by Section 5.02(d), subleasesSection 5.02(f) or Section 5.02(g); (iii) Dispositions of assets among the Borrower and its Subsidiaries; provided, licenseshowever no Subsidiary Guarantor shall be permitted to Dispose of, all or sublicensessubstantially all of its assets to a Foreign Subsidiary of the Borrower; (iv) goods, equipment or other property that are, in each case the reasonable opinion of the Borrower or such Subsidiary, obsolete or unproductive or utilized as trade-in for goods, equipment or other property of at least comparable value; (v) in order to resolve disputes that occur in the ordinary course of business, which are not sale-leaseback transactions Borrower and its Subsidiaries may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable; (vi) licenses or sublicenses by Borrower and its Subsidiaries of software, trademarks, patents and other intellectual property and leases of real property interests in the ordinary course of its or their business or consistent with past practice or Ordinary Course Industry Norms, and in each case which do not materially interfere with the business of Borrower or any of its Subsidiaries; (vii) transfers of condemned property to the Company respective Governmental Authority that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property or its designee as part of an insurance settlement; (viii) sales, transfers or other Dispositions by the Borrower or any of its Subsidiaries of Equity Interests (and assets of) in Project Finance Subsidiaries and Joint Venture interests held by the Borrower or any of its Subsidiaries; (ix) Dispositions by the Borrower or any of its Subsidiaries of assets with an aggregate book value not to exceed $200,000,000 during any fiscal year of the Borrower (plus any sales, transfers or other Dispositions the net cash proceeds of which are reinvested in equipment or other productive assets within one year of such sale, transfer or other Disposition); (x) Permitted Dispositions; (xi) Strategic Dispositions; (xii) Dispositions by the Borrower and its SubsidiariesSubsidiaries of assets acquired after the Effective Date pursuant to an acquisition permitted hereby, if such Dispositions are required to comply with relevant antitrust laws in connection with such acquisition; (xiii) Dispositions of assets within 365 days after the acquisition thereof if such assets are outside the principal business areas to which the assets acquired, taken as a whole, relate; (gxiv) Dispositions for at least fair market value (as determined of shares of Equity Interests of any of its Subsidiaries in good faith by a Responsible Officer order to qualify members of the Company) to the extent that Net Proceeds board of such Disposition (directors or an equal amount) are applied within 365 days after the date equivalent governing body of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made Subsidiary if required by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)applicable law; and (hxv) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition cash and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Cash Equivalents.

Disposition of Assets. The Company Borrower will not not, and will not permit the Company or any of its Subsidiaries to Subsidiary thereof to, make any Disposition except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any SubsidiarySubsidiary thereof; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current noncurrent assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a SubsidiarySubsidiary thereof, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary thereof (other than Indebtedness owing to the Company, any Subsidiary thereof or any AffiliateAffiliate thereof), provided that the Company has offered to prepay the outstanding Notes held Obligations (and reduce by each holder in accordance with Section 8.8 like amount any commitments of the Bank) in an aggregate principal amount equal to such holderthe Bank’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holdersBank), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.54.10, 10.6 5.4 and 10.8 5.5 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date).

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by the Company to a Whollydispositions of inventory, or used, obsolete, uneconomic, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company surplus equipment or any Subsidiary; (d) the Disposition of obsolete or worn out property intellectual property, all in the ordinary course of business; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; (d) sales, transfers and leases between the Company and any of its Subsidiaries or between any of its Subsidiaries and another of its Subsidiaries for book value; (e) the licensing licenses or sub-licensing leases of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, Investments permitted pursuant to SECTION 7.4; (g) discounts of accounts receivable by the Company or sublicenses, in each case any of its Subsidiaries in the ordinary course of business, collection; (h) the transactions set forth on SCHEDULE 7.2; and (i) dispositions not otherwise permitted hereunder which are not sale-leaseback transactions made for fair market value; PROVIDED that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) the aggregate sales price from such disposition shall be paid in cash, and which do not materially interfere with (iii) the business aggregate value of all assets so sold by the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined together, in good faith by a Responsible Officer any fiscal year shall not exceed 10% of the Company) to the extent that Net Proceeds Consolidated Tangible Assets for such fiscal year measured as of such Disposition (or an equal amount) are applied within 365 days after the date of the last such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or sale at any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of time in such Disposition, when aggregated with fiscal year based on the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made last financial statements delivered by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)SECTION 6.1.

Disposition of Assets. The Company will Borrower shall not and will shall not permit any Subsidiary Guarantor to sell, lease, license, transfer or otherwise dispose of any of its Subsidiaries Property (or any right to make any Disposition except: receive revenues, proceeds, income or profits therefrom), except (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company asset sales or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition licensing of obsolete or worn out property technology and dispositions of inventory in the ordinary course of business; ; (b) dispositions of obsolete equipment or equipment no longer used or useful in the Borrower’s or the Subsidiary Guarantors’ business; (c) dispositions of any Property by a Subsidiary Guarantor to the Borrower or a Subsidiary Guarantor; (d) asset dispositions by Borrower or any Subsidiary Guarantor to any Wholly-Owned Subsidiary that is a Subsidiary Guarantor of assets that are not critical to the business of the Refinery with an aggregate fair market value to all such Wholly-Owned Subsidiaries not to exceed $50,000,000; (e) the licensing any sale or sub-licensing assignment of intellectual property delinquent accounts receivable or other general intangibles trade receivables (or notes evidencing such receivables) to a collection agency or similar service in the ordinary course of business; business as now conducted; (f) leases, subleases, licenses, leases (i) of unimproved real estate and (ii) of other Property (other than the Refinery or sublicenses, in each case in any Property necessary for the ordinary course operation of business, which the Refinery) (A) that are not sale-leaseback transactions cancelable by the Borrower upon 60 days or less notice without penalty and which (B) that do not materially interfere (1) have an aggregate annual rental payable to the Borrower and the Subsidiary Guarantors in excess of $5,000,000 and (2) involve Property with the business a fair market value of the Company and its Subsidiaries, taken as a whole; $25,000,000 or more; (g) Dispositions for at least fair market value dispositions of Non-Material Property and the Ballpark; (as determined in good faith by a Responsible Officer of the Companyh) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: Permitted Liens; (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent Restricted Payments permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments Section 7.07; (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)j) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise transactions permitted by clauses Section 7.08; and (ak) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made investments permitted by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Section 7.14.

Disposition of Assets. (a) The Company Borrower will not not, nor will it seek Bankruptcy Court approval to, sell, transfer, lease, or otherwise dispose of any of its assets, or engage in any sale and leaseback, synthetic lease or similar transaction involving any of its assets. (b) The Borrower will not permit any of its Subsidiaries to, nor will it seek Bankruptcy Court approval to make permit any Disposition exceptof its Subsidiaries to dispose of any Material Company unless: (ai) Dispositions by with the Company to a Wholly-Owned Subsidiary;prior written consent of the Secured Parties; or (bii) Dispositions by on a Wholly-Owned Subsidiary to pro forma basis immediately following such disposal, the Company or another Wholly-Owned Subsidiary;financial covenants set out in Annex E would be satisfied. (c) Dispositions by a non-Wholly-Owned Subsidiary The Borrower will not permit GulfMark Americas, Inc. to, nor will it seek Bankruptcy Court approval to permit GulfMark Americas, Inc. to, without limiting the Company or generality of any Subsidiary;other prohibitions in this Section 6.04, and without limiting the disposals otherwise permitted under subsection 6.04(b)(i), consummate an Asset Sale, except for each of the following: (dA) the Disposition sales, transfers, leases and other dispositions of (x) any property (including inventory) and (y) used, surplus, obsolete or worn worn-out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicensesequipment, in each case in the ordinary course of business; (B) sales, which transfers, leases and other dispositions to the Borrower or to a Subsidiary of the Borrower that are not sale-leaseback transactions otherwise permitted under this Agreement; (C) leases or subleases of property, and licenses or sublicenses of intellectual property, in each case entered into in the ordinary course of business and which do not materially interfere with the business of the Company Borrower and its Subsidiaries, Subsidiaries taken as a whole; (gD) Dispositions for at least fair market value dispositions or write-downs of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or bankruptcy or similar proceedings; (as determined in good faith E) (x) sales, transfers, leases and other dispositions permitted or effected by a Responsible Officer merger or consolidation subject to Section 29.6 of the CompanyRBS Facility and (y) to Liens permitted under Section 29.12 of the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:RBS Facility; (iF) sales, transfers, leases and other dispositions of property in connection with investments permitted under Sections 29.6 or 29.9 of the purchase RBS Facility, subject to this Section 6.04(b); (G) dispositions resulting from any casualty or other insured damage to, or any taking under power of current assets of a eminent domain or by condemnation, nationalization or similar nature to those Disposed proceeding of, any property or asset of the purchaseBorrower or any of its Subsidiaries; (H) voluntary terminations of Hedging Agreements or Other Hedging Arrangements; (I) sales, acquisitiontransfers, development, redevelopment leases and other dispositions of vessels or construction of non-current other assets (includingreal or personal, for the avoidance of doubttangible or intangible) that are not Transaction Security; and (J) sales, to the extent permitted by the other terms of this Agreementleases, capital expenditures, acquisitions of shares or any other form of interest in a company transfers or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful dispositions identified in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliatethis Section 6.04(b), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value except with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause foregoing paragraphs (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holdersD), provided that(G) and (H)) on a pro forma basis immediately following such disposal, the financial covenants set out in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall Annex E would be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)satisfied.

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Wholly-Owned Subsidiaries and/or Significant Subsidiaries to, sell, assign, lease, transfer or otherwise dispose of (whether in one or a series of transactions) any property (including accounts and notes receivable with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; of inventory or equipment (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition including, without limitation, repossessed and/or off lease property of obsolete or worn out property Green Tree), all in the ordinary course of business; (eb) the licensing sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or sub-licensing the proceeds of intellectual property or such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Investments (other general intangibles than Investments in Persons engaged in insurance lines of business) in the ordinary course of business; (fd) Dispositions of (i) sub-prime automobile loans held by such Person in connection with the securitization of such sub-prime automobile loans, (ii) in the case of any Green Tree Entity, loans, leases, subleasesreceivables, licensesinstallment contracts and other financial products originated, acquired, sold or sublicensessecuritized by such Green Tree Entity or (iii) interests in or components of Interest Only Securities; (e) Dispositions not otherwise permitted hereunder, in each case in provided that (i) the ordinary course Net Proceeds of such Disposition are reinvested within 270 days after disposition (A) with respect to insurance lines of business, which are not sale-leaseback transactions and which do not materially interfere with in insurance lines of business similar to the insurance lines of business of the Company and its Subsidiariesthe Subsidiaries at such time or (B) with respect to non-insurance lines of business, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer business lines similar to the business lines of the CompanyCompany and its Subsidiaries at such time, (ii) the aggregate cumulative GAAP gain since the Closing Date arising out of such Dispositions, the proceeds of which are not reinvested in business lines similar to the extent that business lines of the assets disposed of do not at any time exceed 25% of Total Shareholders' Equity at such time or (iii) the Company applies the Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted Obligations and permanently reduces the Commitments by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such dateSection 2.09(a).

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (collectively, a "Disposition") (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by of inventory, or used, worn-out, obsolete or surplus equipment or intellectual property, all in the Company to a Wholly-Owned Subsidiaryordinary course of business; (b) Dispositions by a Wholly-Owned Subsidiary of equipment and other fixed assets to the Company extent that such equipment or another Wholly-Owned Subsidiaryother fixed assets is exchanged for credit against the purchase price of similar replacement equipment or other fixed assets, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment or other fixed assets; (c) Dispositions by of Accounts Receivable pursuant to a non-Wholly-Owned Subsidiary to the Company or any SubsidiaryPermitted Receivables Purchase Facility; (d) the Disposition of obsolete assets received in connection with the bankruptcy or worn out property reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (e) Dispositions of assets between and among the licensing Company and its Wholly-Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Company or suba Wholly-licensing Owned Subsidiary of intellectual property or other general intangibles in the ordinary course of businessCompany; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course sales of business, which are not sale-leaseback transactions and Accounts Receivable by Foreign Subsidiaries which do not materially interfere with provide directly or indirectly for recourse for credit losses against the business seller of such Accounts Receivable or against any of such seller's Affiliates and which are done on customary market terms or on other terms satisfactory to the Company and its Subsidiaries, taken as a whole;Agent; and (g) Dispositions not otherwise permitted hereunder which are made for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent value; provided, that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) at the purchase time of current assets any disposition, no Event of a similar nature to those Disposed ofDefault shall exist or 77 Credit Agreement - Idex Corporation 85 shall result from such disposition, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary aggregate sales price from such disposition shall be paid in cash (other than Indebtedness owing to the Companyprovided, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 may accept promissory notes in an aggregate principal amount equal outstanding at any time not to such holder’s Pro Rata Amount exceed $5,000,000), and (iii) the aggregate value of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so sold by the Company and its Subsidiaries pursuant to this clause (h) g), together, shall not exceed in any fiscal year, 10% of the same fiscal year consolidated total assets of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of EBITDA of the Company as of the most recently ended quarterly or annual fiscal period year shall require the consent of the Majority Banks and, the Company, on a pro forma basis calculated as if of the last day of the most recently completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition occurred on such date)disposition.

Disposition of Assets. The Company will not MLP shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, Dispose of its Subsidiaries to make (whether in one or a series of transactions) any Disposition Property (including accounts and notes receivable, with or without recourse), except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of excess, obsolete or worn worn-out property equipment in the ordinary course of business; (eb) the licensing or sub-licensing Dispositions of intellectual property inventory or other general intangibles assets sold, leased or licensed out in the ordinary course of business; (fc) leasesthe abandonment, subleases, licenses, cancellation or sublicenses, in each case disposition of any intellectual property of such Person in the ordinary course of business; (d) Dispositions of Property (i) by any Loan Party to any other Loan Party and (ii) by any Restricted Subsidiary that is not a Loan Party to the MLP or to another Restricted Subsidiary; (e) Investments permitted under Section 8.04, which are not sale-leaseback transactions Liens permitted under Section 8.01 and which do not materially interfere with Restricted Payments permitted under Section 8.08, in each case to the business extent constituting a Disposition; (f) Dispositions of cash and Cash Equivalents in the Company and its Subsidiaries, taken as a wholeordinary course of business; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer consisting of the Companywrite-off, discount, sale or other Disposition of defaulted or past due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (h) Dispositions of Property subject to the extent that Net Proceeds of such Disposition (condemnation, takings or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:casualty events; (i) any Disposition by reason of the purchase exercise of current termination rights under any lease, sublease, license, sublicense, concession or other agreement that is either immaterial to, or no longer necessary for, the conduct of the business of such Person; (j) easements, rights of way, leases, subleases, sales, licenses or sublicenses of real or personal property granted by such Person to others in the ordinary course of business not interfering in any material respect with the business of such Person; (k) Dispositions of the assets of a similar nature to those Disposed of, or Equity Interests in, Immaterial Subsidiaries; and (l) other Dispositions of assets not to exceed $20,000,000 during any fiscal year of the purchase, acquisition, development, redevelopment or construction of non-current assets MLP (including, for the avoidance of doubtand, to the extent permitted by the other terms of this Agreementapplicable, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing subject to the Company, any Subsidiary or any Affiliateprepayment provisions of Section 2.04(b)(iii), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date).

Disposition of Assets. The Company Lessee will not not, and will not permit any Guarantor to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a "Disposition") any of its Subsidiaries properties or assets unless, after giving effect to make such proposed Disposition, the aggregate net book value of all assets that were the subject of a Disposition during the twelve calendar months immediately preceding the date of such proposed Disposition (the "Disposition Date") does not exceed 15% of Consolidated Assets as at the end of the quarterly fiscal period of Lessee ended immediately prior to the Disposition Date. Any Disposition of shares of stock of any Disposition exceptSubsidiary shall, for purposes of this Section, be valued at an amount that bears the same proportion to the book value of the total assets of such Subsidiary as the number of such shares bears to the total number of issued and outstanding shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section: (ai) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete inventory, equipment, fixtures, supplies or worn out property materials made in the ordinary course of businessbusiness at fair value; (eii) any Disposition to the Parent or to a wholly-owned Material Domestic Subsidiary; and (iii) any Disposition the net proceeds of which are applied within 180 days of the related Disposition Date to (x) the licensing repayment of Consolidated Total Indebtedness (and any associated premium) of Lessee or sub-licensing such Guarantor or (y) the acquisition of intellectual property or assets (other general intangibles than current assets) to be used in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of Lessee or such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Guarantor.

Disposition of Assets. The Company will not and will not Sell or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary), or permit any of its their Subsidiaries that are not Guarantors so to make any Disposition except: do, except for: (ai) Dispositions by sales or dispositions of assets (not including (A) aircraft, engines, spare engines or spare parts or (B) Slots, Foreign Slots, Routes, Supporting Route Facilities or Gate Leaseholds, the Company disposition of which assets referred to a Wholly-Owned Subsidiary; in this clause (bB) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; shall be in accordance with clause (cxi) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (dof this Section) the Disposition of obsolete or worn out property in the ordinary course of business; ; (eii) sales or dispositions of surplus, obsolete, negligible or uneconomical assets (including, without limitation, aircraft, engines, spare engines and spare parts, but excluding Slots, Foreign Slots, Routes, Supporting Route Facilities and Gate Leaseholds) no longer used in the business of the Borrower and the Guarantors; (iii) sales or dispositions of assets among the Borrower and the Guarantors; (iv) sales or dispositions of assets set forth on Schedule 6.11 hereto; (v) sales or dispositions in arm's length transactions, at fair market value and for cash in an aggregate amount not to exceed $5,000,000; (vi) abandonment and licensing (or sub-licensing sublicensing) of intellectual property Collateral provided, that such abandonment and licensing (or other general intangibles sublicensing) is (A) consistent with past practices and (B) with respect to intellectual property that is not material to the business of the Borrower and the Guarantors; (vii) dispositions of assets located outside of the United States in an amount not to exceed $2,000,000; (viii) termination or rejection of any lease or the return, surrender or abandonment of any property subject thereto; (ix) the sale or discount of accounts receivable to a collection agency in connection with collections of delinquent receivables; (x) sales and dispositions of equipment, to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such sale or disposition are promptly applied to the purchase price of such replacement property, provided, that any sale or disposition of Mortgaged Collateral shall only be in accordance with terms of the Aircraft Mortgage; (xi) dispositions permitted by any of the Loan Documents; (xii) sales, exchanges and swaps of engines and spare parts in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions business and which do not materially interfere consistent with the business of the Company past practice and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms Loan Documents; and (xiii) sales and dispositions of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)1110 Assets.

Disposition of Assets. The Company Each Borrower will not not, and will not permit any of its Restricted Subsidiaries to, become a party to make or agree to or effect any Disposition except: (a) Dispositions by disposition of assets or stock or other equity interests, other than the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition disposition of obsolete or worn out property assets in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not business and sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, leasebacks to the extent permitted by under (Section)10.6. Notwithstanding the other terms of this Agreementforegoing, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist exists or will occur as a result of such disposition or sale, the Borrowers and their Restricted Subsidiaries may lease, sell or otherwise dispose of assets (including under Sections 10.5other than stock and other equity interests) for cash; provided that the aggregate net book value (at the time of disposition thereof and after giving effect to the contemplated disposition) of all such assets shall not exceed $10,000,000 during any period of twelve consecutive months, 10.6 and 10.8 as (b) neither Borrower will, nor will permit any of its Restricted Subsidiaries to, become a party to or agree to or effect any sales by such Borrower or Restricted Subsidiary of (i) accounts or general intangibles for money due or to become due, (ii) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) other receivables (collectively "receivables"), whether pursuant to a purchase facility or otherwise, other than in connection with the disposition of the end business operations of the most recently ended quarterly such Borrower or annual fiscal period Restricted Subsidiary relating thereto or a disposition of defaulted receivables for collection and not as if a financing arrangement, and together with any obligation of such Disposition occurred on such date)Borrower or Restricted Subsidiary to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection therewith.

Disposition of Assets. The Company will not and will not permit Make any of its Subsidiaries to make any Disposition Asset Disposition, except: (a) Dispositions by the Company to a. a Wholly-Owned SubsidiaryPermitted Asset Disposition; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments b. Investments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in 10.2.4; c. a sale, conveyance, lease, transfer or other disposition of Property by a Subsidiary to an aggregate principal amount equal Obligor or a sale, conveyance, lease, transfer or other disposition of Property by an Obligor to such holder’s Pro Rata Amount another Obligor; d. all or any part of the portion business, property or assets of any Foreign Subsidiary of Sanmina may be conveyed, sold, leased, transferred or otherwise disposed of in one transaction or a series of transactions, (i) in the Net Proceeds case of a Foreign Subsidiary that is a First Tier Foreign Subsidiary, (A) to any other First Tier Foreign Subsidiary or any Obligor and (B) to any non-First Tier Foreign Subsidiary to the extent only that the gross fair market value of all such Disposition being applied property and assets conveyed, sold, leased, transferred or offered to be applied otherwise disposed of during the term hereof pursuant to this clause (g)(ii); and (hB) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its such Foreign Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does shall not exceed an amount equal to 10the Dollar Equivalent of $100,000,000 in the aggregate, and (ii) in the case of any non-First Tier Foreign Subsidiary, to any other Foreign Subsidiary or any Obligor (either directly or indirectly, including through any First Tier Foreign Subsidiary, pursuant to transactions occurring contemporaneously or in prompt succession involving another Subsidiary or Sanmina); (i) sales or transfers of receivables and Related Assets from one or more of the obligors listed on Schedule 1.1 to the Disclosure Letter (as such Schedule may be amended from time to time as contemplated by the definition of “Receivables Purchase Facility”) pursuant to the Receivables Purchase Facility (and repurchases of receivables and Related Assets pursuant to the terms of the Receivables Purchase Facility) and (ii) sales of receivables and Related Assets by any Obligor (A) to a Securitization Subsidiary on a non-recourse (other than limited, customary provisions for recourse) basis and the sale thereof by the Securitization Subsidiary to purchasers or (B) pursuant to a non-recourse (other than limited, customary provisions for recourse) factoring or similar arrangement; provided, that in the case of (i) or (ii), the cash consideration for any such sale shall be for an amount equal to at least 90% of Consolidated Total Assets the face amount of such receivables, and provided, further, the face amount of all receivables sold and outstanding at any time pursuant to clauses (as measured on i) and (ii) of this Section 10.2.5(e) shall not exceed the last day Dollar Equivalent of $400,000,000 in the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders)aggregate, provided thatand provided, further, in the event that some, but not all, case of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Dispositionii), no Default or Event of Default exists or would exist result therefrom at the time of any such sale and Borrower Agent from time to time shall provide Agent upon Agent’s request, with a current list of the receivables that are sold pursuant to such arrangement; f. sales of receivables and Related Assets pursuant to Foreign Securitization Facilities or pursuant to a non-recourse (other than limited, customary provisions for recourse) factoring or similar arrangement in which a non-Obligor Subsidiary of Sanmina sells Receivables and Related Assets; provided, that (1) the face amount of all such receivables sold and outstanding at any time shall not exceed the Dollar Equivalent of $250,000,000 and (2) at the time of any such sale, no Default or Event of Default exists or would result therefrom; g. the sale, assignment or transfer of Intellectual Property assets by any Obligor to any First Tier Foreign Subsidiary with an aggregate value of up to the Dollar Equivalent of $125,000,000; provided that any prior to any such transaction involving intellectual property assets relating to the Inventory Collateral, the transferee of such intellectual property assets shall enter into a license reasonably satisfactory to Agent substantially similar to that set forth in Section 11.3 to the extent such assets are Collateral; h. sales of assets not constituting Collateral for fair market value and for aggregate consideration of less than $50,000,000 during the term hereof; i. the granting of Permitted Liens; j. the licensing of Intellectual Property on commercially reasonable terms in the Ordinary Course of Business; k. the sublease of facilities of Sanmina or any Subsidiary or the lease by Sanmina or any Subsidiary of facilities under any operating lease, in each case in the Ordinary Course of Business; l. the sale of real property (including under Sections 10.5all buildings, 10.6 fixtures or other improvements located thereon) comprising the Corporate Head Office Campus in connection with a sale and 10.8 as leaseback transaction; m. sales of Real Estate owned by any Obligor or any Subsidiary; provided that the aggregate consideration for all such sales does not exceed $250,000,000; n. Permitted Pool Transactions; o. Asset Dispositions of the end of Property listed on Schedule 10.2.5 to the most recently ended quarterly or annual fiscal period as if Disclosure Letter; p. Asset Dispositions in connection with transactions permitted by Section 10.2.8; and q. Asset Dispositions in connection with the 2009 Corporate Reorganization; provided to the extent any such Disposition occurred on involves intellectual property assets relating to the Inventory Collateral, prior to such date)Disposition the transferee of any such intellectual property assets (if not an Obligor) shall enter into a license, reasonably satisfactory to Agent, substantially similar to that set forth in Section 11.3.

Disposition of Assets. The Company will not and will not permit Make any Disposition, except for as long as no Default or Event of its Subsidiaries to make any Default exists or would result therefrom, a Disposition exceptconstituting: (a) Dispositions by the Company to a Wholly-Owned Subsidiarysale of Inventory in the Ordinary Course of Business; (b) Dispositions the use, transfer or disposition of cash and Cash Equivalents pursuant to any transaction not prohibited by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiaryterms of the Loan Documents; (c) Dispositions by a non-Wholly-Owned Subsidiary to Disposition of obsolete, unmerchantable or otherwise unsalable Inventory that is not included in the Company or any SubsidiaryBorrowing Base; (d) the Disposition a transfer of obsolete Property by a Restricted Subsidiary or worn out property in the ordinary course of businessObligor to another Obligor or solely among Restricted Subsidiaries that are not Obligors; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of businessDistributions permitted under Section 10.2.3 and Investments permitted under Section 10.2.4; (f) leases, subleases, licenses, or sublicenses, the Disposition of any Equity Interest (i) in each case a Subsidiary to any Obligor and (ii) in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a wholeany Unrestricted Subsidiary; (g) Dispositions for at least fair market value the issuance of Equity Interests (as determined other than Disqualified Equity Interests) in good faith by a Responsible Officer of the Company) Company to the extent such issuance does not result in a Change of Control; (h) the sale or transfer of equipment and other personal property that Net Proceeds is no longer necessary for the business of such Disposition (an Obligor or an equal amount) are applied within 365 days after the date is replaced by equipment or other personal property of such Disposition to either or both (without duplication) of:at least comparable value and use; (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or exclusive licensing and cross-licensing arrangements involving any other form of interest in a company technology or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business intellectual property of the Company or a Subsidiary, and/orany Restricted Subsidiary in the Ordinary Course of Business; (iij) the permanent repayment abandonment of any rights, franchises, licenses, or prepayment intellectual property that any Obligor reasonably determines are no longer useful in its business or commercially desirable; (k) the transfer of unsubordinated Indebtedness interests in any Sand Properties, or portions thereof, to which no Sand Reserves are attributed; (l) the transfer of the Company or a Subsidiary Property (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder ABL Priority Collateral) in accordance connection with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); anda Casualty Event; (hm) the sale, disposition or other Dispositions transfer of any Properties (other than Accounts) that are not otherwise permitted regulated by clauses (a) through (gl) aboveof this Section 10.2.5 having a Fair Market Value not to exceed $10,000,000 in the aggregate during any 12-month period; provided that (i) the Borrower Agent shall deliver an updated Borrowing Base Report prior to giving effect to such sale, to the extent the higher disposition, or other transfer if more than 5.0% of the Net Proceeds of such Disposition and assets included in the Disposition Value most recent calculation of the property Disposed Borrowing Base are being disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (hm), (ii) no Overadvance shall exist or result therefrom, and (iii) Obligors shall comply with Section 5.2, if applicable; (n) the sale, disposition or other transfer of any Property (other than Accounts), if such Property is so sold, disposed of or transferred for Fair Market Value; provided that the applicable Obligor or Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, further, that, for purposes of determining what constitutes cash and Cash Equivalents under this clause (n) in the same fiscal year connection with any disposition, sale or transfer of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets any Property (as measured on the last day of the then most recently ended fiscal year of the Company other than with respect to which financial statements have been delivered to the holdersany Disposition of any ABL Priority Collateral), up to $5,000,000 of any Designated Non-Cash Consideration received by the applicable Obligor or such Restricted Subsidiary in respect of such Property, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (n) that is outstanding at the time such Designated Non-Cash Consideration is received, shall be deemed to be cash; provided that, in however (i) the event that some, but not all, Borrower Agent shall deliver an updated Borrowing Base Report if more than 5.0% of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and assets included in the most recent calculation set forth in of the Borrowing Base are being disposed of pursuant to this clause (hn), (ii) aboveObligors shall comply with Section 5.2, provided further thatif applicable, in each case, immediately after giving effect to such Disposition, and (iii) no Default Overadvance shall exist or result therefrom; (o) the transfer of Property by means of a transaction expressly permitted under Section 10.2.7; and (p) Specified IPO Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Transactions.

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Restricted Subsidiaries to make to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any Restricted Subsidiary whether newly issued or otherwise), except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (bi) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case inventory and equipment in the ordinary course of business, which (ii) Dispositions of cash and Cash Equivalents and (iii) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Company or any of its Restricted Subsidiaries or otherwise in respect of mortgage loans insured by the Company or any of its Restricted Subsidiaries; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are not sale-leaseback transactions reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Investments by any Insurance Subsidiary or Subsidiary thereof (other than Capital Stock of Restricted Subsidiaries engaged in insurance lines of business) and Dispositions by the Company or any of its Restricted Subsidiaries of Investments permitted under this Agreement, in each case, in the ordinary course of business and consistent with the investment policy approved by the board of directors of the Company or such Subsidiary or the Company, as the case may be; (d) Dispositions (i) by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary (other than any Excluded Subsidiary), (ii) by any Excluded Subsidiary to any other Excluded Subsidiary and (iii) by the Company or any Restricted Subsidiary (other than any Excluded Subsidiary) to Excluded Subsidiaries; provided, that (x) to the extent such Disposition pursuant to the foregoing clause (iii) constitutes an Investment, such Disposition is permitted by Section 7.09 (other than Section 7.09(q)), and (y) otherwise, such Disposition is for fair value, as determined by the Company in good faith; (e) any Disposition pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (f) Dispositions of obsolete, surplus or worn out property disposed of by the Company or any of its Restricted Subsidiaries; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property which do not materially interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole; (gi) Dispositions for at least fair market value consisting of (as determined in good faith A) any transaction permitted by a Responsible Officer Section 7.07 (other than Section 7.07(a)(i)), (B) the making of any Investments permitted by Section 7.09 (other than Section 7.09(q)(i)), (C) the Companycreation, incurrence or assumption of any Lien permitted under Section 7.02, (D) the making of any Restricted Payments permitted by Section 7.08, and (E) Dispositions of property to the extent that Net Proceeds such property constitutes an Investment permitted by Section 7.09 (other than Section 7.09(q)(i)); (j) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of an Obligor or such other nominal shares required to be held other than by the Company or such Obligor, as required by applicable law; (k) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (l) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such Disposition non-Wholly-Owned Subsidiary, on a pro rata basis; (or an equal amountm) are applied sale and lease back transactions in respect of any property acquired after the Closing Date, and consummated within 365 days after the date acquisition of such Disposition to either or both (without duplication) of:property; (in) Dispositions not otherwise permitted hereunder (other than pursuant to Reinsurance Agreements, which shall be subject to the limitations in clause (e) above); provided that (x) such Dispositions shall be for fair market value, as determined by the Company in good faith, and at least 75% of the consideration received in connection therewith at closing shall consist of cash, Cash Equivalents or Designated Non-Cash Consideration, and (y) the purchase of current assets of a similar nature Net Proceeds thereof shall be applied to those Disposed ofprepay the Term Loans in accordance with, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, and to the extent permitted by the other terms of this Agreementrequired by, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii2.09(d); and (ho) Dispositions of mortgage-related assets, mortgage loans, receivables, and other Dispositions not otherwise similar financial assets securing Indebtedness incurred under Section 7.01(a)(xviii). Upon consummation of a sale, transfer or other Disposition permitted by clauses under this Section 7.03, Liens created under the Security Documents in respect of the assets Disposed of shall be automatically released and the Agent shall (a) through (g) above, to the extent applicable) deliver to the higher Company, upon the Company’s request and at the Company’s expense, such documentation as necessary to evidence the release of the Net Proceeds Agent’s security interests, if any, in the assets being Disposed of, including amendments or terminations of such Disposition Uniform Commercial Code financing statements, if any, the return of stock certificates, if any, the release and satisfaction of any mortgages, and the Disposition Value release of the property any Restricted Subsidiary being Disposed of in its entirety from all of its obligations, if any, under the Loan Documents; provided that the Company shall have provided to the Agent such Disposition, when aggregated certificates evidencing compliance with the higher of Loan Documents as the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) Agent shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)reasonably request.

Disposition of Assets. The Company will not and will not Such Credit Party shall not, nor shall it permit any of its Restricted Subsidiaries to make to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any of its Restricted Subsidiaries whether newly issued or otherwise), except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (bi) Dispositions by a Wholly-Owned Subsidiary to of inventory and equipment in the Company or another Wholly-Owned Subsidiary; ordinary course of business and (cii) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property cash and Cash Equivalents in the ordinary course of business; (eb) the licensing sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or sub-licensing the proceeds of intellectual property such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Insurance Investments by any Insurance Subsidiary (or other general intangibles any Subsidiary of an Insurance Subsidiary) (i) in the ordinary course of businessbusiness in compliance with the policies and procedures approved by the board of directors or the investment committee (or other applicable committee) of such Insurance Subsidiary (or such Subsidiary of an Insurance Subsidiary), or which were otherwise approved by such board of directors or committee, or (ii) to a special purpose entity in exchange for investments therein (provided that such special purpose entity shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender to such special purpose entity has recourse to any of the assets of Holdings or any Restricted Subsidiary (other than the assets of such special purpose entity)); (d) Dispositions by a Credit Party to a Credit Party or any of its Restricted Subsidiaries or by any Restricted Subsidiary to a Credit Party or any of its Restricted Subsidiaries; (i) any Dispositions pursuant to a Reinsurance Agreement entered into in the ordinary course of business and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or other portfolio transfers resulting from all Dispositions described in this subclause (ii) consummated after the Effective Date do not exceed $800,000,000 in the aggregate during the term of this Agreement; (f) leasesobsolete, subleases, licenses, surplus or sublicenses, in each case worn out property disposed of by a Credit Party or any of its Restricted Subsidiaries in the ordinary course of businessbusiness of such Person; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, which are not sale-leaseback transactions leases or subleases of other property in the ordinary course of business of the Credit Parties and their Restricted Subsidiaries and which do not materially interfere with the business of the Company Credit Parties and its their Restricted Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) Dispositions of shares of Capital Stock in order to qualify members of the purchase board of current assets directors or equivalent governing body of a similar nature Credit Party or Restricted Subsidiary or such other nominal shares required to those Disposed ofbe held other than by such Credit Party or Restricted Subsidiary, or as required by applicable law; (j) the purchasesale, acquisitiondiscount, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company forgiveness or other entity, acquisitions compromise of assets, and other investments (including signing payments, retention payments notes or other payments accounts in the ordinary course of business or in connection with collection thereof; (k) issuances of Capital Stock (i) by a directly or indirectly Wholly-Owned Subsidiary of Holdings to anticipated Affiliates Holdings or employeesto one or more Wholly-Owned Subsidiaries of Holdings (provided that except in compliance with Section 6.12 or Section 7.02(i), but excluding any such payments made by virtue direct Wholly-Owned Subsidiary of a repurchase of equity interests or a dividend on equity interestsCredit Party shall only issue Capital Stock to such Credit Party)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment by a non-Wholly-Owned Subsidiary of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing Holdings to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds respective equity holders of such Disposition being applied non-Wholly-Owned Subsidiary, on a pro rata basis or offered to be applied (iii) by the IPO Entity pursuant to this clause the IPO and any Post-IPO Offerings (g)(iiso long as no Event of Default shall have occurred and be continuing or would result therefrom); and (hl) other Dispositions not otherwise permitted by clauses hereunder (a) through other than pursuant to Reinsurance Agreements, which shall be subject to the limitations in clause (ge) above, to ); provided that (i) the extent the higher aggregate fair value of the Net Proceeds of such Disposition and the Disposition Value of the all property Disposed of in any Disposition made in reliance on this clause (l), together with the aggregate fair value of all other property Disposed of in reliance on this clause (l), shall not exceed 25% of the Consolidated Total Assets of Holdings and its Restricted Subsidiaries at the time of such Disposition, when aggregated with the higher of the Net Proceeds and the (ii) each Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to in reliance on this clause (hl) shall be for fair market value and at least 75% of the consideration therefor shall be in the same fiscal year form of the Company cash or Cash Equivalents and (iii) after giving effect to each Disposition made in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets reliance on this clause (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holdersl), provided thatHoldings and its Restricted Subsidiaries shall be in compliance with Sections 7.09 and 7.10. Except as otherwise permitted in Section 7.06, notwithstanding the foregoing no Credit Party or Restricted Subsidiary shall Dispose of (whether in one or a series of transactions) or otherwise cease to hold any Capital Stock of (a)(i) any Subsidiary of Holdings that directly or indirectly owns any Capital Stock of any Insurance Subsidiary or (ii) any Insurance Subsidiary, in the event that someeach case, but not allwhether newly issued or otherwise, of the Net Proceeds of a Disposition are applied other than in accordance with clause (gi), (k) aboveor (l) above or (b) GA Bermuda or CwA. Upon consummation of a sale, only transfer or other Disposition permitted under this Section 7.02, (i) Liens created under the portion Collateralized L/C Security Documents in respect of the Net Proceeds assets Disposed of shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as necessary to evidence the release of the Administrative Agent’s security interests, if any, in the assets being Disposed of, including amendments or terminations of Uniform Commercial Code financing statements and (ii) in the case of a sale, transfer or other Disposition permitted under this Section 7.02 of all of the Capital Stock of any Subsidiary that are is a Guarantor to any Person other than Holdings or a Subsidiary of Holdings, the Guarantee of such Subsidiary shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as necessary to evidence the release of the Guarantee of such Subsidiary; provided that the Borrower shall have provided to the Administrative Agent such certificates evidencing compliance with the Loan Documents as the Administrative Agent shall reasonably request. Notwithstanding anything to the contrary contained in this Section 7.02, (x) none of the Liens created under the Collateralized L/C Security Documents shall be released upon the IPO and (y) none of the Guarantees shall be released upon the IPO (other than the Guarantee of GAFL, if and only if, (1) the IPO Entity is not so applied in accordance GAFL, and (2) prior to or substantially simultaneously with such clause (g) (orrelease, if higher, a proportionate amount of the Disposition Value of Guarantee Requirement has been satisfied with respect to the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)IPO Entity.

Disposition of Assets. The Company will not Borrower and will each Guarantor shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, Dispose of any Property (including accounts and notes receivable, with or without recourse) or permit any GP to make effect any Disposition GP Equity Transfer or enter into any agreement to do any of the foregoing, except: (a) Dispositions by the Company sale of inventory (including Oil and Gas sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Oil and Gas shall obligate the Borrower or any of its Restricted Subsidiaries to deliver Oil and Gas at a Wholly-Owned Subsidiaryfuture date without receiving full payment therefor within 90 days after delivery; (b) Dispositions by a Wholly-the sale or issuance of any Restricted Subsidiary's Property or Capital Stock to Borrower or any other Wholly Owned Subsidiary to the Company or another Wholly-Owned Subsidiarythat is a Guarantor; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company of claims against customers, working interest owners, other industry partners or any Subsidiaryother Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; (d) Dispositions of funds collected for the Disposition beneficial interest of, or of obsolete the interests owned by, royalty, overriding royalty or worn out property in the ordinary course of businessworking interest owners; (e) the licensing Dispositions of obsolete, worn out or sub-licensing of intellectual property or other general intangibles surplus equipment in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case Dispositions of accounts and notes receivable in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere business consistent with the business of the Company and its Subsidiaries, taken as a wholepast practices; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed ofPermitted Initial MLP Asset Transfer, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares any Permitted MLP Equity Transfer or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)Permitted GP Equity Transfer; and (h) any Disposition of interests in Oil and Gas Properties, or of any Equity Interests in any Person holding Oil and Gas Properties (including without limitation, (i) any MLP Asset Transfer other Dispositions not otherwise permitted by clauses than the Permitted Initial MLP Asset Transfer and (aii) through (gany Denbury Asset Transfer, but excluding the Permitted Initial MLP Asset Transfer, any MLP Equity Transfer and any GP Equity Transfer) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition Permitted Transfer Conditions are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)satisfied.

Disposition of Assets. The Company will not and will not permit any Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a “Disposition”) any of its assets, whether now owned or hereafter acquired, unless after giving effect to any proposed Disposition, the aggregate net book value of all assets of the Company and its Subsidiaries that were the subject of a Disposition during the period (x) commencing on January 1, 2012 and ending on the date of such proposed Disposition does not exceed 10% of Consolidated Total Assets and (y) commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition does not exceed 5% of Consolidated Total Assets (Consolidated Total Assets in each case to make any Disposition exceptbe determined as at the end of the immediately preceding fiscal year), provided that the following Dispositions shall not be taken into account for purposes of this Section 10.5: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (eb) the licensing or sub-licensing Disposition of intellectual property or other general intangibles the Company’s Electric Systems Work Center Facility located in the ordinary course of businessShelton, Connecticut; (fc) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions Sale and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole;Leaseback Transactions permitted by Section 10.4; and (gd) Dispositions any other Disposition for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that the Net Proceeds Amount of such Disposition (or an equal amount) are is applied within 365 360 days after the date of such Disposition to either or both (without duplication) of: thereof (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the acquisition of other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful assets for use in the business of the Company or a Subsidiary, and/or any Subsidiary (such assets not to include cash or marketable securities) or (ii) the permanent repayment or prepayment of to reduce outstanding unsubordinated Indebtedness of the Company or a any Subsidiary (other than Indebtedness owing owed to the CompanyCompany or a Subsidiary); provided, any Subsidiary or any Affiliate)however, provided that that, in respect of prepayments of unsubordinated Indebtedness, the Company has offered shall offer to prepay the outstanding Notes held pro rata with all other such unsubordinated Indebtedness then being prepaid, such pro rata portion of the Notes to be calculated by each holder in accordance with Section 8.8 in an multiplying (A) the aggregate principal amount equal of unsubordinated Indebtedness to be so repaid by (B) a fraction, the numerator of which is the aggregate principal amount of Notes then outstanding and the denominator of which is the aggregate principal amount of unsubordinated Indebtedness then outstanding (including the Notes) that may receive any portion of such holder’s Pro Rata Amount prepayment. It is understood and agreed by the Company that any such proceeds paid and applied to the prepayment of the portion of the Net Proceeds of such Disposition being applied or Notes as hereinabove provided shall be offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, and prepaid as and to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date).below:

Disposition of Assets. The Company Borrower will not not, and will not permit any of its Subsidiaries to, become a party to make or agree to or effect any Disposition exceptdisposition of assets, other than: (a) Dispositions the sale by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to Borrower or its Subsidiaries of inventory, the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to licensing of intellectual property and the Company or any Subsidiary; (d) the Disposition disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicensesassets, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere business consistent with the business of the Company and its Subsidiaries, taken as a wholepast practices; (gb) Dispositions for at least fair market value (as determined in good faith the sale, lease, transfer or other disposition by a Responsible Officer any Subsidiary of the CompanyBorrower of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a wholly-owned Domestic Subsidiary of the Borrower or the making of any Investment permitted by §9.3, and any Subsidiary of the Borrower may sell or otherwise dispose of, or part with control of any or all of, the stock of any Subsidiary to a wholly-owned Domestic Subsidiary of the Borrower or to any other Subsidiary to the extent such transfer constitutes an Investment permitted by §9.3; provided that Net Proceeds in either case such transfer shall not cause such wholly-owned Domestic Subsidiary to become a Foreign Subsidiary; (c) any Foreign Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or by merger, consolidation, transfer of assets, or otherwise) to the Borrower or a wholly-owned Subsidiary of the Borrower and any Foreign Subsidiary of the Borrower may sell or otherwise dispose of, or part control of any or all of, the capital stock of, or other equity interests in, any Foreign Subsidiary of the Borrower to a wholly-owned Subsidiary of the Borrower; provided that in either case such Disposition transfer shall not cause a Domestic Subsidiary to become a Foreign Subsidiary; (d) the sale or an equal amount) are applied within 365 days other disposition by the Borrower or any of its Subsidiaries of other assets consummated after the date of such Disposition to either or both (without duplication) of: Closing Date; provided that (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company such sale or other entitydisposition shall be made for fair value on an arm’s length basis, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment aggregate fair market value of all such assets sold or prepayment disposed of unsubordinated Indebtedness under this clause after the Closing Date shall not exceed $10,000,000 and (iii) the Net Cash Sale Proceeds from such sale or other disposition shall be applied to the outstanding Obligations; provided that in the event that such Net Cash Proceeds would be applied to LIBOR Rate Loans on a day that is not the last day of the Company Interest Period with respect thereto, such Net Cash Proceeds shall, at the Borrower’s option, as long as no Default or a Subsidiary (other than Indebtedness owing to the CompanyEvent of Default has occurred and is continuing, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes be held by each holder in accordance with Section 8.8 in an aggregate principal amount equal the Borrower and applied to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured LIBOR Rate Loans on the last day of the then respective Interest Periods for such LIBOR Rate Loans next ending most recently ended fiscal year of the Company with respect to which financial statements have been delivered closely to the holders), provided that, date of receipt of such Net Cash Proceeds; and (e) the sale or transfer by the Borrower or any of its Subsidiaries of any property owned by it in order then or thereafter to lease such property or lease other property that the event that some, but not all, of Borrower or such Subsidiary intends to use for substantially the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of same purpose as the property Disposed being sold or transferred; provided that the aggregate fair market value of in such Disposition) all property so disposed shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)not exceed $10,000,000.

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (collectively, a “Disposition”) (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by of inventory, or used, worn‑out, obsolete or surplus equipment or intellectual property, all in the Company to a Wholly-Owned Subsidiaryordinary course of business; (b) Dispositions by a Wholly-Owned Subsidiary of equipment and other fixed assets to the Company extent that such equipment or another Wholly-Owned Subsidiaryother fixed assets is exchanged for credit against the purchase price of similar replacement equipment or other fixed assets, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment or other fixed assets; (c) Dispositions by of Accounts Receivable pursuant to a non-Wholly-Owned Subsidiary to the Company or any SubsidiaryPermitted Receivables Purchase Facility; (d) the Disposition of obsolete assets received in connection with the bankruptcy or worn out property reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (e) Dispositions of assets between and among the licensing or subCompany and its Wholly-licensing Owned Subsidiaries that are Domestic Subsidiaries, and Dispositions of intellectual property or other general intangibles assets between and among Wholly-Owned Subsidiaries of the Company that are Foreign Subsidiaries; provided that no Designated Borrower may make a Disposition of assets to a Foreign Subsidiary unless such Foreign Subsidiary (i) is organized in the ordinary course jurisdiction of businessorganization of such Designated Borrower or (ii) is either a Wholly-Owned Subsidiary of such Designated Borrower or such Designated Borrower is a Wholly-Owned Subsidiary of such Foreign Subsidiary; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course sales of business, which are not sale-leaseback transactions and Accounts Receivable by Foreign Subsidiaries which do not materially interfere with provide directly or indirectly for recourse for credit losses against the business seller of such Accounts Receivable or against any of such seller’s Affiliates and which are done on customary market terms or on other terms satisfactory to the Company and its Subsidiaries, taken as a whole;Administrative Agent; and (g) Dispositions not otherwise permitted hereunder which are made for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent value; provided, that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) at the purchase time of current assets any disposition, no Event of a similar nature to those Disposed ofDefault shall exist or shall result from such disposition, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary aggregate sales price from such disposition shall be paid in cash (other than Indebtedness owing to the Companyprovided, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 may accept promissory notes in an aggregate principal amount equal outstanding at any time not to such holder’s Pro Rata Amount exceed $15,000,000), and (iii) the aggregate value of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so sold by the Company and its Subsidiaries pursuant to this clause subsection (h) in the same fiscal year of the Company in which such Disposition is madeg), does together, shall not exceed an amount equal to in any fiscal year, 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of EBITDA of the Company as of the most recently ended quarterly or annual fiscal period year shall require the consent of the Required Lenders and the Company, on a pro forma basis calculated as if of the last day of the most recently completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition occurred on such date)Disposition.

Disposition of Assets. The Company will not No Credit Party shall, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Credit Party, whether in a public or a private offering or otherwise, and will not permit accounts and notes receivable, with or without recourse) or enter into any agreement to do any of its Subsidiaries to make any Disposition exceptthe foregoing, except for the following: (a) Dispositions by dispositions in the Company Ordinary Course of Business (including, without limitation, and for avoidance of doubt, (i) sales of Inventory in the Ordinary Course of Business; (ii) the sale or other disposition of obsolete, damaged or worn out property, or other property no longer used or useful in the conduct of business, in each case, disposed of in the Ordinary Course of Business; (iii) the sale, transfer or other disposition of cash and Cash Equivalents in the Ordinary Course of Business; (iv) non-exclusive licenses or sublicenses of Intellectual Property in the Ordinary Course of Business and not interfering in any material respect with the business of any Credit Party or any of its Subsidiaries, (v) the sale or discount, in each case without recourse, of Accounts arising in the Ordinary Course of Business, but only in connection with the compromise or collection thereof; provided, that upon any such sale or discount, the Accounts sold or discounted shall immediately cease to a Wholly-Owned Subsidiarybe Eligible Accounts, shall be removed from the calculation of the Gross Borrowing Base; and (vi) the leasing or subleasing of fixed assets of any Credit Party or any of its Subsidiaries in the Ordinary Course of Business); (b) Dispositions subject to no Default or Event of Default existing or resulting from such disposition, dispositions of Lease Receivables, note receivables and related assets; provided, that upon any such dispositions, the Lease Receivables so disposed shall immediately cease to be Eligible Intercompany Lease Receivables, shall be removed from the calculation of the Gross Borrowing Base and Borrowers shall make any mandatory prepayments required by a Wholly-Owned Subsidiary Section 2.8 to the Company or another Wholly-Owned Subsidiaryextent required as a result of such disposition of Lease Receivables; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiarygranting of Permitted Liens; (d) the Disposition making of obsolete or worn out property in the ordinary course of businessPermitted Investments; (e) the licensing or sub-licensing making of intellectual property or other general intangibles in the ordinary course of businessRestricted Payments that are expressly permitted pursuant to Section 6.11; (f) leasesso long as no Event of Default has occurred and is continuing or would immediately result therefrom, subleasestransfers of assets (i) from any Credit Party to any other Credit Party, licenses, or sublicenses, in each case in the ordinary course and (ii) from any Subsidiary of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a wholeany Credit Party to any Credit Party; (g) Dispositions dispositions of assets acquired by any Credit Party pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value of such assets, (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of such Credit Party, and (iii) the assets to be so disposed are readily identifiable as determined in good faith by a Responsible Officer assets acquired pursuant to the subject Permitted Acquisition; (h) dispositions of the Company) fixed assets for fair market value, to the extent that Net Proceeds (i) such property is exchanged for credit that is promptly applied to the purchase price of similar replacement property, or (ii) the proceeds of such Disposition (or an equal amount) disposition are promptly applied within 365 days after to the date purchase price of such Disposition to either or both (without duplication) of:similar replacement property, in each case, in a transaction not prohibited by the terms of this Agreement; (i) the purchase abandonment of current assets Intellectual Property (or lapse of a similar nature any registration or application in respect of Intellectual Property) that is, in the reasonable good faith judgment of Borrower Representative, no longer economically practicable to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used maintain or useful in the conduct of the business of the Company or a Subsidiary, and/orCredit Parties and their Subsidiaries; (iij) the permanent repayment use or prepayment transfer of unsubordinated Indebtedness money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (k) any involuntary loss, damage or destruction of property other than as a result of gross negligence or willful misconduct; (l) any involuntary condemnation, seizure or taking, by exercise of the Company power of eminent domain or a Subsidiary otherwise, or confiscation or requisition of use of property; (other than Indebtedness owing to the Company, any Subsidiary m) sales or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal dispositions of fixed assets (including intangible property related to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (hfixed assets) other Dispositions not otherwise permitted by in clauses (a) through (gl) above, to above so long as made at fair market value and (i) the extent aggregate fair market value of all assets disposed of in any Fiscal Year (including the higher of proposed disposition) would not exceed Ten Million Dollars ($10,000,000.00) and (ii) any Indebtedness incurred in connection with such fixed assets is paid in full with the Net Proceeds proceeds of such Disposition and the Disposition Value of the property Disposed of sale or disposition; and (n) dispositions consented to in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made writing by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Agent.

Disposition of Assets. The Company will not and will not permit Make any of its Subsidiaries to make any Disposition exceptAsset Disposition, except the following: (a) Dispositions by any replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value, if the Company to a Wholly-Owned Subsidiaryreplacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens; (b) Dispositions by a Wholly-Owned Subsidiary to sale of Inventory or other assets in the Company or another Wholly-Owned SubsidiaryOrdinary Course of Business; (c) Dispositions by termination of a non-Wholly-Owned Subsidiary lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to the Company or any Subsidiaryhave a Material Adverse Effect and does not result from an Obligor’s default; (d) Asset Dispositions of Property from Parent or any Restricted Subsidiary to any Obligor, among any of the Disposition of obsolete Obligors, from any Obligor to any Restricted Subsidiary not constituting an Obligor to the extent constituting an Investment permitted by Section 10.2.4, or worn out property among any Restricted Subsidiaries not constituting Obligors, in each case, otherwise in accordance with the ordinary course of businessLoan Documents; (e) the licensing or sub-licensing Investments and dispositions of intellectual property or other general intangibles Investments in the ordinary course of businesscash and Cash Equivalents permitted pursuant to Section 10.2.4(a); (f) leases, subleases, licenses, or sublicenses, the transfer of Property permitted in each case connection with transactions permitted in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a wholeSection 10.2.7; (g) the sale of accounts receivable and related assets under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Restricted Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time; (h) Asset Dispositions for at least fair market value of Property in connection with any sale-leaseback transaction not to exceed $80,000,000 (as determined less any Purchase Money Debt outstanding under Section 10.2.1(d)) in good faith by a Responsible Officer the aggregate during the term of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:this Agreement; (i) the sale of accounts receivable on a non-recourse basis arising from sales of Inventory financed under any Approved Floorplan and Factoring Facility by any Foreign Restricted Subsidiary; (j) the sale of accounts receivable and related assets owing by a customer on a non-recourse basis as part of a supply chain finance program offered by such customer, provided, that in the case of any such sales by an Obligor, (i) no Accounts from the related Account Debtor may be included in the Borrowing Base, (ii) Agent is notified of such program, (iii) all Net Proceeds of such sales are remitted to a Dominion Account and (iv) the documentation for such program is reasonably satisfactory to Agent; (i) the sale of accounts receivable owing to a Foreign Restricted Subsidiary that is not an Obligor arising from sales of Inventory, which such sales of accounts receivable are on a non-recourse basis to one or more Persons financing the purchase of current assets such Inventory by the customer, (ii) the sale of accounts receivable owing to a similar nature to those Disposed ofForeign Domiciled Obligor (other than a UK Domiciled Obligor) arising from sales of Inventory, or the purchase, acquisition, development, redevelopment or construction which such sales of accounts receivable are on a non-current assets recourse basis to one or more Persons financing the purchase of such Inventory by the customer; provided that (includingA) the relevant Foreign Domiciled Obligor has notified Agent of such Asset Disposition, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 8.2.5 and (C) thereafter, such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination, and (iii) the sale of accounts receivable owing to a UK Domiciled Obligor arising from sales of Inventory, which such sales of accounts receivable are on a non-recourse basis to one or more Persons financing the purchase of such Inventory by the customer; provided that (A) the relevant UK Domiciled Obligor has notified Agent of such Asset Disposition for the purposes of the UK AR Deed of Release, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 8.2.5 and (C) thereafter, such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination; (iv) the sale of accounts receivable owing to a UK Domiciled Obligor arising from sales of Inventory to customers located in Africa and the Middle East, which such sales of accounts receivable are on a non-recourse basis; provided, that (A) the relevant UK Domiciled Obligor has notified Agent of such Asset Disposition for the purposes of the UK AR Deed of Release, (B) the Net Proceeds resulting from such Asset Disposition shall be paid directly to a Foreign Dominion Account in accordance with Section 8.2.5, and (C) such accounts receivable are not included in the calculation of the Foreign Borrowing Base on any date of determination; and (l) any Asset Disposition of any other Property so long as (i) such Asset Disposition is for not less than the fair market value thereof and any non-cash or Cash Equivalent consideration resulting from such Asset Disposition shall be limited to not more than 25% of the total consideration for such Asset Disposition; provided that, for purposes of this clause (i), Deemed Non-Cash Consideration will be deemed to be cash, (ii) if such Asset Disposition involves ABL Facility Priority Collateral in excess of $1,000,000, the avoidance of doubtapplicable Borrower Agent shall have delivered to Agent a Borrowing Base Certificate giving pro forma effect to such Asset Disposition and, to the extent permitted by the other terms of this Agreementapplicable, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance shall have complied with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause 5.2 and Section 8.1; and (g)(ii); and (hiii) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition no Overadvance and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist shall have occurred and be continuing before and after giving effect to such Asset Disposition; provided that clause (i) above shall not be applicable to any Asset Disposition (A) having an aggregate fair market value of less than $10,000,000; (B) of the assets or Equity Interests of any Subsidiary engaged in retail operations that is not an Obligor; (C) of the Equity Interests in, or any assets constituting all or any portion of, Nuvera Fuel Cells, LLC (including under Sections 10.5for non-cash consideration) and any other non-core assets (including for non-cash consideration) related thereto that are disposed of in connection with any such Asset Disposition pursuant to this subclause (C), 10.6 and 10.8 as or (D) of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred Property described on such dateSchedule 1.1(d).

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Subsidiaries to make to, sell (including in any Disposition except: sale and leaseback transaction), assign, transfer, lease, convey or otherwise dispose of any properties or assets (a) Dispositions including any Capital Stock or other Equity Interest by the Company holder thereof), whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, other than pursuant to a Wholly-Owned Subsidiary; sale, assignment, transfer, lease, conveyance or other disposition (bi) Dispositions upon foreclosure on the Yen Royalty Financing Collateral by the Yen Royalty Lender; (ii) constituting sales of inventory and transactions with franchisees occurring in the ordinary course of business; provided, however, that neither the Company nor any of its Subsidiaries shall sell, assign, or otherwise transfer any interest in accounts receivable except in connection with a Wholly-Owned Subsidiary disposition of any business unit as a going concern (but subject to the limitation set forth in clause (viii) below); (iii) involving the Capital Stock of any Subsidiary required under applicable law to qualify directors of such Subsidiary; (iv) from any Subsidiary of the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; ; (dv) the Disposition sales or dispositions of obsolete stores or worn out property other assets in the ordinary course of business; ; (evi) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) operating leases, subleases, licenses, licenses and sublicenses of real property or sublicenses, in each case intellectual property granted to third parties in the ordinary course of business, in each case not intended to constitute a financing arrangement; (vii) equity contributions and other transfers from Borrower to any of its Subsidiaries; and (viii) dispositions not otherwise permitted by subsections (i) through (vii) above involving assets with an aggregate net book value which are when added to the aggregate net book value of all other assets disposed of pursuant to this clause (vi) since the Effective Date does not sale-leaseback transactions to exceed in the aggregate an amount equal to twelve and which do not materially interfere with one half percent (12.5%) of the business consolidated total assets of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined Subsidiaries reflected in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or recent annual fiscal period as if such Disposition occurred on such date)audited balance sheet.

Disposition of Assets. The Company No Borrower will not directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of related transactions) any property (including accounts and will not permit notes receivable, with or without recourse) or enter into any agreement to do any of its Subsidiaries to make any Disposition the foregoing, except: (a) Dispositions by the Company to a Whollydispositions of inventory, or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property surplus equipment, all in the ordinary course of business; (eb) the licensing sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of other equipment used in connection with the Borrower’s business, or subthe proceeds of such sale are applied with reasonable promptness to the purchase price of such other equipment; (c) sales or transfers of any property of a Borrower to another Borrower that is a direct or indirect wholly-licensing owned Subsidiary of intellectual property ▇▇▇▇▇ Media; (d) the sale or other general intangibles discount, in each case without recourse and in the ordinary course of business, of delinquent accounts and notes receivable arising in the ordinary course of business, but only in connection with the good faith compromise or collection thereof and not as part of any financing transaction; (e) the lease or sublease in the ordinary course of business of a non-material portion of its property or assets to any other Person, to the extent such lease or sublease, as the case may be, does not and could not reasonably be expected to interfere in any material respect with the business of any Borrower and any interest or title of a lessor or sublessor under any lease (whether a Capitalized Lease or an operating lease) permitted by this Agreement; (f) leasesthe sale of Investments permitted pursuant to Sections 6.12(c), subleases(d), licenses(e), or sublicenses(f) and (g), in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole;; and (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer other dispositions of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance property with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions net book value not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same exceeding $5,000,000 per fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)year.

Disposition of Assets. The Company will Obligors shall not Dispose of (whether in one or a series of transactions) any property (including accounts and will not permit notes receivable with or without recourse and Capital Stock of any of its Subsidiaries to make any Disposition Subsidiary whether newly issued or otherwise), except: (a) (i) Dispositions of inventory and equipment in the ordinary course of business, (ii) Dispositions of cash and Cash Equivalents and (iii) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Parent or any of its Subsidiaries or otherwise in respect of mortgage loans insured by the Company to a Wholly-Owned SubsidiaryParent or any of its Subsidiaries; (b) Dispositions by a Wholly-Owned Subsidiary the sale of property to the Company extent that such property is exchanged for credit against the purchase price of replacement property or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement property; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company Parent or any Subsidiaryof the Borrowers of Investments permitted under this Agreement, in each case, consistent with the investment policy of the Parent or such Borrower in effect from time to time, as the case may be; (d) Dispositions by the Disposition of obsolete Parent or any Borrower to the Parent or any Borrower; (e) Dispositions by the Parent or the Borrowers in connection with a Specified Stock Buyback; (f) obsolete, surplus or worn out property disposed of by the Parent or any Borrower in the ordinary course of businessbusiness of the Parent and such ▇▇▇▇▇▇▇▇; (eg) the licensing transfers resulting from any casualty or sub-licensing condemnation or expropriation of property or assets; (h) licenses or sublicenses of intellectual property or other and general intangibles and licenses, leases or subleases of other property (A) in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in business of the ordinary course of business, which are not sale-leaseback transactions Parent and any Borrower and which do not materially interfere with the business of the Company Parent or any Borrower or (B) pursuant to Section 4.14 of the Aurora Transaction Agreements Sale Agreement; (i) Dispositions consisting of (A) any transaction permitted by Section 7.05 (other than Section 7.05(a)(i)), (B) the making of any Investments permitted by Section 7.07, (C) the creation, incurrence or assumption of any Lien permitted under Section 7.02, and (D) the making of any Restricted Payments permitted by Section 7.06; (j) issuances of Capital Stock pursuant to and in accordance with equity compensation plans or programs and other benefit and compensation plans, programs or agreements for directors, officers, employees, managers or consultants of the Parent and its Subsidiaries, taken as a whole; (gk) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (l) issuances of Capital Stock (i) by the Parent or (ii) by a Borrower to the Parent; (m) Dispositions not otherwise permitted hereunder; provided that (x) the consideration received for the applicable assets shall be in an amount at least equal to the fair market value thereof (as determined by the Borrower Representative in good faith by a Responsible Officer faith), (y) at least 75% of the Companypurchase price for the applicable assets shall be paid to the Parent or a Borrower (as applicable) in cash or Cash Equivalents and (z) the Net Proceeds of any such Disposition to the extent constituting an Asset Sale are applied in accordance with Section 2.06(d)(ii) to the extent that Net Proceeds required by such Section and within the time periods set forth therein; (n) sale and lease back transactions in respect of such Disposition (or an equal amount) are applied any property acquired after the Closing Date, and consummated within 365 days after the date acquisition of such Disposition property; (o) Dispositions of Investments in joint ventures to either the extent required by, or both (without duplication) of: made pursuant to (i) customary buy/sell arrangements between, the purchase joint venture parties set forth in joint venture arrangements and similar binding arrangements or (ii) any other arrangement permitted pursuant to Section 7.07(p); (p) Dispositions of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, property to the extent permitted by that (i) such property is exchanged for credit against the other terms purchase price of this Agreement, capital expenditures, acquisitions of shares similar replacement property or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds proceeds of such Disposition being are promptly applied to the purchase price of such replacement property; (q) Dispositions required by, or offered made to be applied comply with any order of, any Governmental Authority or pursuant to this clause any applicable Requirement of Law; (g)(ii)r) other Dispositions for consideration not in excess of $5,000,000; and (hs) other Dispositions not otherwise permitted by clauses (a) through (g) above, the Disposition of AAC and its subsidiaries pursuant to the extent the higher of Aurora Transaction Agreements; provided that the Net Proceeds of such from any Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (hSection 7.03(s) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (gSection 2.06(d)(ii) abovewithin the time limit set forth therein. Upon consummation of a sale, only transfer or other Disposition permitted under this Section 7.03, any Liens created under the portion Security Documents in respect of the Net Proceeds that are not so applied assets Disposed of shall be automatically released and the Agent shall (to the extent applicable) deliver to the Borrower Representative, upon the Borrower Representative’s request and at the Borrower Representative’s expense in accordance with Section 11.04, such clause (g) (ordocumentation as necessary to evidence the release of the Agent’s security interests, if higherany, a proportionate amount in the assets being Disposed of, including amendments or terminations of Uniform Commercial Code or UK Companies House financing statements, if any, the Disposition Value return of stock certificates, if any, and the property release of any Subsidiary being Disposed of in its entirety from all of its obligations, if any, under the Loan Documents; provided that the Borrower Representative shall have provided to the Agent such Disposition) certificates evidencing compliance with the Loan Documents as the Agent shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)reasonably request.

Disposition of Assets. The Company will not Borrower and will each Guarantor shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, Dispose of any Property (including accounts and notes receivable, with or without recourse) or permit any GP to make effect any Disposition GP Equity Transfer or enter into any agreement to do any of the foregoing, except: (a) Dispositions by the Company sale of inventory (including Oil and Gas sold as produced) which is sold in the ordinary course of business on ordinary trade terms; provided that no contract for the sale of Oil and Gas shall obligate the Borrower or any of its Restricted Subsidiaries to deliver Oil and Gas at a Wholly-Owned Subsidiaryfuture date without receiving full payment therefor within 90 days after delivery; (b) Dispositions by a Wholly-the sale or issuance of any Restricted Subsidiary’s Property or Capital Stock to Borrower or any other Wholly Owned Subsidiary to the Company or another Wholly-Owned Subsidiarythat is a Guarantor; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company of claims against customers, working interest owners, other industry partners or any Subsidiaryother Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; (d) Dispositions of funds collected for the Disposition beneficial interest of, or of obsolete the interests owned by, royalty, overriding royalty or worn out property in the ordinary course of businessworking interest owners; (e) the licensing Dispositions of obsolete, worn out or sub-licensing of intellectual property or other general intangibles surplus equipment in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case Dispositions of accounts and notes receivable in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere business consistent with the business of the Company and its Subsidiaries, taken as a wholepast practices; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed ofPermitted Initial MLP Asset Transfer, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares any Permitted MLP Equity Transfer or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)Permitted GP Equity Transfer; and (h) any Disposition of interests in Oil and Gas Properties, or of any Equity Interests in any Person holding Oil and Gas Properties (including without limitation, (i) any MLP Asset Transfer other Dispositions not otherwise permitted by clauses than the Permitted Initial MLP Asset Transfer and (aii) through (gany Denbury Asset Transfer, but excluding the Permitted Initial MLP Asset Transfer, any MLP Equity Transfer and any GP Equity Transfer) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition Permitted Transfer Conditions are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)satisfied.

Disposition of Assets. The Company will not and will not Such Credit Party shall not, nor shall it permit any of its Restricted Subsidiaries to make to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any of its Restricted Subsidiaries whether newly issued or otherwise), except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (bi) Dispositions by a Wholly-Owned Subsidiary to of inventory and equipment in the Company or another Wholly-Owned Subsidiary; ordinary course of business and (cii) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property Cash Equivalents in the ordinary course of business; (eb) the licensing sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or sub-licensing the proceeds of intellectual property such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Insurance Investments by any Insurance Subsidiary (or other general intangibles any Subsidiary of an Insurance Subsidiary) (i) in the ordinary course of businessbusiness in compliance with the policies and procedures approved by the board of directors or the investment committee (or other applicable committee) of such Insurance Subsidiary (or such Subsidiary of an Insurance Subsidiary), or which were otherwise approved by such board of directors or committee, or (ii) to a special purpose entity in exchange for investments therein (provided that such special purpose entity shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender to such special purpose entity has recourse to any of the assets of Holdings or any Restricted Subsidiary (other than the assets of such special purpose entity)); (d) Dispositions by a Credit Party to a Credit Party or any of its Restricted Subsidiaries or by any Restricted Subsidiary to a Credit Party or any of its Restricted Subsidiaries; provided that the aggregate fair value of all property Disposed of in reliance on this clause (d) by Credit Parties to Restricted Subsidiaries that are not Credit Parties shall not exceed $800,000,000; (i) any Dispositions pursuant to a Reinsurance Agreement entered into in the ordinary course of business and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or other portfolio transfers resulting from all Dispositions described in this subclause (ii) consummated after the Restatement Effective Date do not exceed $800,000,000 in the aggregate during the term of this Agreement; (f) leasesobsolete, subleases, licenses, surplus or sublicenses, in each case worn out property disposed of by a Credit Party or any of its Restricted Subsidiaries in the ordinary course of businessbusiness of such Person; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, which are not sale-leaseback transactions leases or subleases of other property in the ordinary course of business of the Credit Parties and their Restricted Subsidiaries and which do not materially interfere with the business of the Company Credit Parties and its their Restricted Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) Dispositions of shares of Capital Stock in order to qualify members of the purchase board of current assets directors or equivalent governing body of a similar nature Credit Party or Restricted Subsidiary or such other nominal shares required to those Disposed ofbe held other than by such Credit Party or Restricted Subsidiary, or as required by applicable law; (j) the purchasesale, acquisitiondiscount, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company forgiveness or other entity, acquisitions compromise of assets, and other investments (including signing payments, retention payments notes or other payments accounts in the ordinary course of business or in connection with collection thereof; (k) issuances of Capital Stock (i) by a directly or indirectly Wholly-Owned Subsidiary of Holdings to anticipated Affiliates Holdings or employeesto one or more Wholly-Owned Subsidiaries of Holdings (provided that except in compliance with Section 6.12 or Section 7.03(i), but excluding any such payments made by virtue direct Wholly-Owned Subsidiary of a repurchase of equity interests or a dividend on equity interestsCredit Party shall only issue Capital Stock to such Credit Party)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment by a non-Wholly-Owned Subsidiary of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing Holdings to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds respective equity holders of such Disposition being applied non-Wholly-Owned Subsidiary, on a pro rata basis or offered to be applied (iii) by the IPO Entity pursuant to this clause the IPO and any Post-IPO Offerings (g)(iiso long as no Event of Default shall have occurred and be continuing or would result therefrom); and (hl) other Dispositions not otherwise permitted by clauses hereunder (a) through other than pursuant to Reinsurance Agreements, which shall be subject to the limitations in clause (ge) above, to ); provided that (i) the extent the higher aggregate fair value of the Net Proceeds of such Disposition and the Disposition Value of the all property Disposed of in any Disposition made in reliance on this clause (l), together with the aggregate fair value of all other property Disposed of in reliance on this clause (l), shall not exceed 20% of the Consolidated Total Assets of Holdings and its Restricted Subsidiaries at the time of such Disposition, when aggregated with the higher of the Net Proceeds and the (ii) each Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to in reliance on this clause (hl) shall be for fair market value and at least 75% of the consideration therefor shall be in the same fiscal year form of the Company cash or Cash Equivalents and (iii) after giving effect to each Disposition made in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets reliance on this clause (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holdersl), provided thatHoldings and its Restricted Subsidiaries shall be in compliance with Sections 7.10 and 7.11. Except as otherwise permitted in Section 7.07, notwithstanding the foregoing no Credit Party or Restricted Subsidiary shall Dispose of (whether in one or a series of transactions) or otherwise cease to hold any Capital Stock of (a)(i) any Subsidiary of Holdings that directly or indirectly owns any Capital Stock of any Insurance Subsidiary or (ii) any Insurance Subsidiary, in the event that someeach case, but not allwhether newly issued or otherwise, of the Net Proceeds of a Disposition are applied other than in accordance with clause (gi), (k) aboveor (l) above or (b) GA Bermuda or CwA. Upon consummation of a sale, only transfer or other Disposition permitted under this Section 7.03, (i) Liens created under the portion Collateralized L/C Security Documents in respect of the Net Proceeds assets Disposed of shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as necessary to evidence the release of the Administrative Agent’s security interests, if any, in the assets being Disposed of, including amendments or terminations of Uniform Commercial Code financing statements and (ii) in the case of a sale, transfer or other Disposition permitted under this Section 7.03 of all of the Capital Stock of any Subsidiary that are is a Guarantor to any Person other than Holdings or a Subsidiary of Holdings, the Guarantee of such Subsidiary shall be automatically released and the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as necessary to evidence the release of the Guarantee of such Subsidiary; provided that the Borrower shall have provided to the Administrative Agent such certificates evidencing compliance with the Loan Documents as the Administrative Agent shall reasonably request. Notwithstanding anything to the contrary contained in this Section 7.03, (x) none of the Liens created under the Collateralized L/C Security Documents shall be released upon the IPO and (y) none of the Guarantees shall be released upon the IPO (other than the Guarantee of CwA MidCo, if and only if, (1) the IPO Entity is not so applied in accordance CwA MidCo, (2) prior to or substantially simultaneously with such clause release, the Guarantee Requirement has been satisfied with respect to the IPO Entity and (g3) CwA MidCo is not an obligor (or, if higher, including as a proportionate amount guarantor) in respect of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such dateSenior Notes).

Disposition of Assets. The Company will not not, and will not permit any of its Subsidiaries to, become a party to make or agree to or effect any Disposition except: disposition or swap of assets, other than (a) Dispositions by the Company to a Wholly-Owned Subsidiary; sale of inventory, (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; licensing of intellectual property, (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition disposition of obsolete or worn out property in other assets not necessary for the ordinary course operation of the Company's or such Subsidiary's business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which (d) Asset Sales provided that in the case of such Asset Sale, (i) no Default or Event of Default has occurred and is continuing or would result from such Asset Sale and, (ii) to the extent required thereunder, the Net Cash Sale Proceeds are not applied to the Loans as set forth in section 2.10(a)(i); (e) the sale or discount by any Foreign Subsidiary with or 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, (f) disposition of assets by the Company to any of its Restricted Subsidiaries or by any Subsidiary to the Company or any of its Restricted Subsidiaries, or by any Foreign Subsidiary to the Company or any Subsidiary, (g) the abandonment, sale or other disposition of intellectual property that, in the reasonable judgment of the Company, is no longer economically practicable to maintain or useful in the conduct of the business of the Hasbro Companies taken as a whole, (h) any sale or disposition of any claim as a creditor in a bankruptcy or similar proceeding in the ordinary course of business, (i) any Specified Sale, (j) sales, assignments, pledges or transfers of receivables for a credit enhancement purpose, pursuant to any Credit Insurance Provider Agreement; provided, however, that any lien granted by the Company to such Credit Insurance Provider under the Credit Insurance Provider Agreement shall cover only such receivables, and (k) the sale-leaseback transactions , transfer, discount, contribution, pledge or other disposition of Receivables and which do not materially interfere related assets in connection with any Permitted Receivables Securitization Facility. Nothing in this section 10.5.2 shall prevent the Company from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, dissolution or liquidation, consolidation or merger is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries, taken as Subsidiaries on a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, consolidated basis and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful does not in the business of the Company or aggregate have a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Material Adverse Effect.

Disposition of Assets. The Except as permitted by Section 10.3, the Company will not not, and will not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (collectively, a “Disposition”) (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by the Company to a Whollyof inventory, or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of out, obsolete or worn out property surplus equipment or intellectual property, all in the ordinary course of business; (eb) Dispositions of Accounts Receivable pursuant to a Permitted Receivables Purchase Facility; (c) Disposition of assets received in connection with the licensing bankruptcy or sub-licensing reorganization of intellectual property or suppliers and customers and in settlement of delinquent obligations of, and other general intangibles disputes with, customers and suppliers arising in the ordinary course of business; (fd) leases, subleases, licenses, or sublicenses, in each case in the ordinary course Dispositions of business, which are not sale-leaseback transactions assets between and which do not materially interfere with the business of among the Company and its Wholly-Owned Subsidiaries of the Company that are Domestic Subsidiaries, and Dispositions of assets between and among Wholly-Owned Subsidiaries of the Company that are Foreign Subsidiaries; (e) sales of Accounts Receivable by Foreign Subsidiaries which do not provide directly or indirectly for recourse for credit losses against the seller of such Accounts Receivable or against any of such seller’s Affiliates and which are done on customary market terms or on other terms satisfactory to (1) the administrative agent under either Bank Credit Agreement to the extent the applicable Bank Credit Agreement is in effect or (2) the Required Holders; and (f) Dispositions not otherwise permitted hereunder; provided that (1) in the good faith opinion of the Company, the Disposition is in exchange for consideration having a fair market value at least equal to that of the property subject to such Disposition and is in the best interest of the Company or such Subsidiary, taken as a whole; (g2) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Dispositiontransaction, no Default or Event of Default shall exist; and (3) immediately after giving effect to the Disposition, the aggregate net book value of all assets that were the subject of any Disposition pursuant to this Section 10.2(f) occurring in the then current fiscal year would exist not exceed 15% of Consolidated Total Assets (including under Sections 10.5, 10.6 and 10.8 determined as of the end of the most recently ended quarterly completed fiscal year). Notwithstanding the foregoing, the Company may, or annual fiscal period as if may permit a Subsidiary to, make a Disposition and the assets subject to such Disposition occurred on shall not be subject to or included in the foregoing limitation and computation contained in paragraph (f)(3) of the preceding sentence if, within 365 days of such dateDisposition, an amount equal to the net proceeds from such Disposition is: (1) reinvested in productive assets to be used in the existing business of the Company or a Subsidiary; or (2) the net proceeds from such Disposition are applied to a Debt Prepayment Application. Solely for the purposes of this clause (B), whether or not such offers are accepted by the holders, the entire principal amount of the Notes subject to a Debt Prepayment Application shall be deemed to have been prepaid so long as the aggregate amount of net proceeds from such Disposition which have been offered for prepayment to holders, and which offers have been rejected, shall have then been applied to reduce the principal amount of any Material Credit Facility, if and to the extent any such facilities exist at that time, or if no such facilities exist at that time, so long as the aggregate amount of such net proceeds from such Disposition have been offered for prepayment to the holders of Notes.

Disposition of Assets. The Company will not No Borrower nor any Subsidiary of a Borrower shall sell, convey, pledge, assign, lease (except for leases entered into in the ordinary course of business), abandon or otherwise transfer or dispose of, voluntarily or involuntarily (any of the foregoing being referred to in this Section 6.07 as a transaction and will not permit any set of related transactions constituting but a single transaction) any of its Subsidiaries to make properties or assets whether tangible or intangible (including, but not limited to, shares of capital stock or other equity interest, as the case may be, of a Borrower or Subsidiary of a Borrower or the Collateral or any Disposition portion thereof), except: (a) Dispositions by any sale, transfer or disposition of surplus, obsolete or worn out equipment of the Company to Borrowers or a Wholly-Owned Subsidiary; (b) Dispositions any sale, transfer or lease of inventory by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company Borrowers or any Subsidiary; (d) Subsidiary of the Disposition of obsolete or worn out property Borrowers in the ordinary course of business; (ec) the licensing any sale, transfer or sub-licensing lease of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business assets by any Subsidiary of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) Borrowers to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares Borrowers or any other form Subsidiary of interest in a company the Borrowers or other entityby the Borrowers to any Subsidiary of the Borrowers; or (d) any sale, acquisitions transfer or lease of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied those specifically excepted pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (hc) above, provided further thatthat (i) the aggregate value of all assets sold by the Borrowers and their Subsidiaries shall not exceed, in each caseany fiscal year, immediately after giving effect to such Disposition, no Default or Event ten percent (10%) of Default would exist (including under Sections 10.5, 10.6 the reported consolidated total assets of the Borrowers and 10.8 their Subsidiaries as of the end of the most recently ended quarterly immediately preceding fiscal year, (ii) such sale, transfer or annual fiscal period as if lease of assets is preceded by delivery to the Bank at least three (3) Business Days before such Disposition occurred sale, transfer or lease, of a certificate which (1) states such sale, transfer or lease will not violate any covenant of this Agreement, and (2) establishes that, on a pro forma basis after taking into account such date)sale, transfer or lease, the Borrowers are in compliance with the financial covenants set forth in Section 5.15.

Disposition of Assets. The Company Borrower will not not, and will not permit any Guarantor to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a "Disposition") any of its Subsidiaries properties or assets unless, after giving effect to make such proposed Disposition, the aggregate net book value of all assets that were the subject of a Disposition during the twelve calendar months immediately preceding the date of such proposed Disposition (the "Disposition Date") does not exceed 15% of Consolidated Assets as at the end of the quarterly fiscal period of the Borrower ended immediately prior to the Disposition Date. Any Disposition of shares of stock of any Disposition exceptSubsidiary shall, for purposes of this Section, be valued at an amount that bears the same proportion to the book value of the total assets of such Subsidiary as the number of such shares bears to the total number of issued and outstanding shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 9.4: (a) Dispositions by any Disposition of inventory, equipment, fixtures, supplies or materials made in the Company to a Wholly-Owned Subsidiaryordinary course of business at fair value; (b) Dispositions by a Wholly-Owned Subsidiary any Disposition to the Company Parent or another Whollyto a wholly-Owned owned Material Domestic Subsidiary;; and (c) Dispositions by a non-Wholly-Owned Subsidiary any Disposition the net proceeds of which are applied within 180 days of the related Disposition Date to the Company or any Subsidiary; (dx) the Disposition repayment of obsolete Consolidated Total Indebtedness (and any associated premium) of the Borrower or worn out property such Guarantor or (y) the acquisition of assets (other than current assets) to be used in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of Borrower or such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Guarantor.

Disposition of Assets. The Company Borrower will not and not, nor will not it permit any Subsidiary of the Borrower to, sell, lease, assign, transfer or otherwise voluntarily dispose of any of its Subsidiaries to make any Disposition except: Property other than (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition sales of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case inventory in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere (b) sales or other dispositions of assets in the ordinary course of business in connection with the business closing of any retail location of the Company and its SubsidiariesBorrower or any Subsidiary of the Borrower, taken as (c) dispositions of obsolete or worn out equipment in the ordinary course of business, (d) transfers or dispositions of assets by a whole; Subsidiary to the Borrower or a Wholly-Owned Subsidiary, (e) transfers or dispositions of assets by the Borrower to a Subsidiary, (f) transfers consisting of the lease or licenses of Property in the ordinary course of business consistent with past practice (g) Dispositions for at least fair market other transfers permitted pursuant to this Article XI, and (h) sales or other dispositions of assets in any Fiscal Year where the net book value (as determined in good faith by a Responsible Officer of the Companyassets disposed of does not exceed: (1) to during the extent that Covenant Restriction Period, $25,000,000 in the aggregate and (2) thereafter, the greater of (x) $125,000,000 and (y) 15% of the Borrower’s Tangible Net Proceeds Worth as of such Disposition (or an equal amount) are applied within 365 days after the date last day of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for immediately preceding Fiscal Year. For the avoidance of doubt, to the extent permitted by the other terms none of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through the sale of any Convertible Debt, (gb) abovethe sale of any Warrant Transaction, to (c) the extent purchase of any Bond Hedge Transaction, nor (d) the higher performance by Borrower of the Net Proceeds its obligations under any Convertible Debt, any Warrant Transaction or any Bond Hedge Transaction, shall constitute a sale or disposition of such Disposition and the Disposition Value assets for purposes of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Section 11.8.

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (collectively, a “Disposition”) (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by of inventory, or used, worn-out, obsolete or surplus equipment or intellectual property, all in the Company to a Wholly-Owned Subsidiaryordinary course of business; (b) Dispositions by a Wholly-Owned Subsidiary of equipment and other fixed assets to the Company extent that such equipment or another Wholly-Owned Subsidiaryother fixed assets is exchanged for credit against the purchase price of similar replacement equipment or other fixed assets, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment or other fixed assets; (c) Dispositions by of Accounts Receivable pursuant to a non-Wholly-Owned Subsidiary to the Company or any SubsidiaryPermitted Receivables Purchase Facility; (d) the Disposition of obsolete assets received in connection with the bankruptcy or worn out property reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (e) Dispositions of assets between and among the licensing or subCompany and its Wholly-licensing Owned Subsidiaries that are Domestic Subsidiaries, and Dispositions of intellectual property or other general intangibles assets between and among Wholly-Owned Subsidiaries of the Company that are Foreign Subsidiaries; provided that no Designated Borrower may make a Disposition of assets to a Foreign Subsidiary unless such Foreign Subsidiary (i) is organized in the ordinary course jurisdiction of businessorganization of such Designated Borrower or (ii) is either a Wholly-Owned Subsidiary of such Designated Borrower or such Designated Borrower is a Wholly-Owned Subsidiary of such Foreign Subsidiary; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course sales of business, which are not sale-leaseback transactions and Accounts Receivable by Foreign Subsidiaries which do not materially interfere with provide directly or indirectly for recourse for credit losses against the business seller of such Accounts Receivable or against any of such seller’s Affiliates and which are done on customary market terms or on other terms satisfactory to the Company and its Subsidiaries, taken as a whole;Administrative Agent; and (g) Dispositions not otherwise permitted hereunder which are made for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent value; provided, that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) at the purchase time of current assets any disposition, no Event of a similar nature to those Disposed ofDefault shall exist or shall result from such disposition, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary aggregate sales price from such disposition shall be paid in cash (other than Indebtedness owing to the Companyprovided, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 may accept promissory notes in an aggregate principal amount equal outstanding at any time not to such holder’s Pro Rata Amount exceed $10,000,000), and (iii) the aggregate value of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so sold by the Company and its Subsidiaries pursuant to this clause subsection (h) in the same fiscal year of the Company in which such Disposition is madeg), does together, shall not exceed an amount equal to in any fiscal year, 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recent fiscal year (but excluding, for purposes of calculation of such 10% amount, the assets of any operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than 10% of EBITDA of the Company as of the most recently ended quarterly or annual fiscal period year shall require the consent of the Required Lenders and the Company, on a pro forma basis calculated as if of the last day of the most recently completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition occurred on such date)Disposition.

Disposition of Assets. The Company will not and will not permit Sell, lease, transfer, convey or otherwise dispose of any of its Subsidiaries assets or property, including, without limitation, any Capital Stock in a Subsidiary or the Collateral, or agree to make do any Disposition except: of the foregoing, except for (ai) Dispositions by the Company to a Wholly-Owned Subsidiary; sales of inventory and other assets (bincluding Cash Investments) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or ; (ii) the permanent repayment sale of worn out or prepayment obsolete equipment for fair market value or the exchange of unsubordinated Indebtedness of the Company used or a obsolete equipment for replacement equipment; (iii) any sale, lease, transfer or conveyance from one Subsidiary (other than Indebtedness owing to another Subsidiary or to the CompanyBorrower, or from the Borrower to any Subsidiary or any Affiliate)Subsidiary, provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders)SECTION 6.6, provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Dispositionthereto, no Default or Event of Default would exist exist; and provided, further, that no sale, lease, transfer, conveyance or other disposition of Collateral may be made from an Existing Pledgor to any After-Acquired Pledgor unless such sale, lease, transfer, conveyance or other disposition falls within the $15,000,000 basket set forth in clause (including v) below and, provided, further, that sales, leases, transfers and conveyances to Permitted Joint Ventures, when aggregated with unsecured intercompany Debt of Permitted Joint Ventures permitted under Sections 10.5SECTION 6.2(V) and restricted investments in Permitted Joint Ventures permitted under SECTION 6.7(M), 10.6 shall not exceed $10,000,000 in the aggregate (excluding Acquisition Amounts incurred in connection with Permitted Acquisitions and 10.8 as other amounts consented to by the Required Lenders in writing); (iv) dispositions made in compliance with the terms of the end End Loaded Lease Facility of property (y) financed with the proceeds of the most recently ended quarterly End Loaded Lease Facility or annual (z) conveyed to the Trust by the Borrower or any Subsidiary; and (v) the sale or disposition of assets by the Borrower and its Subsidiaries (excluding dispositions to Permitted Joint Ventures) outside the ordinary course of business for fair value and for cash, provided that (w) the net cash proceeds from such sales or dispositions, when aggregated with the net cash proceeds from all other sales and dispositions not otherwise specifically permitted under this Section that are consummated during any four consecutive fiscal period as if quarters immediately prior thereto, do not exceed $15,000,000 in the aggregate for the Borrower and its Subsidiaries, (x) such Disposition occurred on such datenet cash proceeds in excess of $2,000,000 per disposition or $7,500,000 in the aggregate during any four consecutive fiscal quarters are delivered to the Agent promptly after receipt thereof for application in prepayment of the Loans in accordance with the provisions of SECTION 2.5(E), (y) in no event shall the Borrower or any of its Subsidiaries sell or otherwise dispose of any of the Capital Stock of any Subsidiary, and (z) immediately after giving effect thereto, no Default or Event of Default would exist.

Disposition of Assets. The Company Borrower will not not, and will not permit any Guarantor to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a "Disposition") any of its Subsidiaries properties or assets unless, after giving effect to make such proposed Disposition, the aggregate net book value of all assets that were the subject of a Disposition during the twelve calendar months immediately preceding the date of such proposed Disposition (the "Disposition Date") does not exceed 15% of Consolidated Assets as at the end of the quarterly fiscal period of the Borrower ended immediately prior to the Disposition Date. Any Disposition of shares of stock of any Disposition exceptSubsidiary shall, for purposes of this Section, be valued at an amount that bears the same proportion to the book value of the total assets of such Subsidiary as the number of such shares bears to the total number of issued and outstanding shares of stock of such Subsidiary. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 8.14: (a) Dispositions by any Disposition of inventory, equipment, fixtures, supplies or materials made in the Company to a Wholly-Owned Subsidiaryordinary course of business at fair value; (b) Dispositions by a Wholly-Owned Subsidiary any Disposition to the Company Parent or another Whollyto a wholly-Owned owned Material Subsidiary;; and (c) Dispositions by a non-Wholly-Owned Subsidiary any Disposition the net proceeds of which are applied within 180 days of the related Disposition Date to the Company or any Subsidiary; (dx) the Disposition repayment of obsolete Consolidated Funded Indebtedness (and any associated premium) of the Borrower or worn out property such Guarantor or (y) the acquisition of assets (other than current assets) to be used in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of Borrower or such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Guarantor.

Disposition of Assets. The Company will not shall not, and will shall not permit any other Loan Party to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any of its Subsidiaries property (any such transaction, excluding, for the avoidance of doubt, (i) any transfer of cash in the ordinary course of business, (ii) any issuance by a Person of its own Equity Interests and (iii) any transfer by a Pledgor of assets not constituting Collateral, a “Disposition”), including accounts and notes receivable, with or without recourse, and the Capital Stock in any Subsidiary, or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by of inventory in the Company to a Whollyordinary course of business and Dispositions of used, worn-Owned Subsidiaryout, obsolete or surplus assets (including equipment); (b) Dispositions by a Wholly-Owned Subsidiary of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions by between and among Loan Parties, Dispositions from any Subsidiary that is not a non-Loan Party to the Company or a Wholly-Owned Subsidiary to the Company or any Subsidiaryand Dispositions permitted by Section 8.03; (d) the Disposition Dispositions of obsolete or worn out property in the ordinary course of businessaccounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted Securitization otherwise permitted by Section 8.05(a); (e) sale/leaseback transactions involving an aggregate consideration not to exceed $50,000,000 after the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of businessdate hereof; (f) leasesthe transfer of Lease Assets solely in connection with Leasing Transactions; (g) Dispositions of cash equivalents or short-term marketable securities; (h) the granting of non-exclusive licenses of patents, subleasestrademarks and copyrights by the Company or any Subsidiary and Dispositions of technical data packages; (i) Dispositions identified on Schedule 8.02; (j) Dispositions of accounts receivable arising out of sales by the Company or its Domestic Subsidiaries to Persons domiciled outside of the United States, licenses, or sublicensesDispositions of accounts receivable with extended terms and Dispositions of defaulted accounts receivable without credit recourse in transactions that do not constitute securitizations, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere business consistent with the business of the Company and its Subsidiaries, taken as a wholepast practice; (gk) Dispositions for at least fair market value in the ordinary course of business of tangible property as part of a like-kind exchange under Section 1031 of the Code; (as determined l) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, in the reasonable good faith by a Responsible Officer determination of the Company) applicable Loan Party, are not material to the extent that Net Proceeds conduct of its business; (m) Dispositions of property located outside of the United States (and not moved outside the United States in anticipation of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:Disposition); (in) the purchase of current assets of a similar nature Dispositions to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent effectuate tax reorganizations otherwise permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii8.06(e); and (ho) other Dispositions that are not otherwise permitted by clauses the foregoing provisions of this Section 8.02; provided that (ai) through any such Disposition is made for fair market value; (gii) aboveno Event of Default shall exist at the time of or shall result from any such Disposition; and (iii) either (A) such Disposition is a Material Disposition, to the extent the higher at least 90% of the Net Proceeds of consideration for such Disposition is payable in cash or cash equivalents and the Company has notified the Agent prior to such Disposition Value that the Net Cash Proceeds thereof (without any reduction pursuant to clause (a)(v) of the property Disposed definition of Net Cash Proceeds) shall be applied to prepay Term Loans in such Disposition, when aggregated accordance with Section 2.11(d) or (B) the higher aggregate value of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets disposed of by the Company and its Subsidiaries pursuant to this subsection (o) (excluding Dispositions described in the preceding clause (hA)) in (x) during any fiscal year, beginning with the same Company’s 2011 fiscal year year, shall not exceed the greater of (A) $200,000,000 and (B) 10% of the consolidated tangible assets of the Company in which and its Subsidiaries as of the beginning of such Disposition is made, does fiscal year and (y) after the Effective Date shall not exceed an amount equal to 10the greater of (A) $500,000,000 and (B) 25% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year consolidated tangible assets of the Company with respect to which and its Subsidiaries as reflected in the most recent financial statements have been delivered pursuant to the holdersSection 7.01(a), ; provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist under the foregoing clause (including under Sections 10.5, 10.6 and 10.8 as of x) or (y) shall result from any Disposition to the end of the most recently ended quarterly or annual fiscal period as if extent such Disposition occurred on was permitted by this Section 8.02(o) at the time such date)Disposition was made.

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Restricted Subsidiaries to make to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any Restricted Subsidiary whether newly issued or otherwise), except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (bi) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case inventory and equipment in the ordinary course of business, which (ii) Dispositions of cash and Cash Equivalents and (iii) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Company or any of its Restricted Subsidiaries or otherwise in respect of mortgage loans insured by the Company or any of its Restricted Subsidiaries; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Investments by any Insurance Subsidiary or Subsidiary thereof (other than Capital Stock of Restricted Subsidiaries engaged in insurance lines of business) and Dispositions by the Company or any of its Restricted Subsidiaries of Investments permitted under this Agreement, in each case, in the ordinary course of business and consistent with the investment policy approved by the board of directors of the Company or such Subsidiary or the Company, as the case may be; (d) Dispositions (i) by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary (other than any Excluded Subsidiary), (ii) by any Restricted Subsidiary that is not an Obligor to any other Restricted Subsidiary and (iii) by the Company or any Restricted Subsidiary (other than any Excluded Subsidiary) to Restricted Subsidiaries that are not sale-leaseback transactions Obligors; provided, that (x) to the extent such Disposition pursuant to the foregoing clause (iii) constitutes an Investment, such Disposition is permitted by Section 7.09 (other than Section 7.09(q)), and (y) otherwise, such Disposition is for fair value, as determined by the Company in good faith; (e) any Disposition pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (f) Dispositions of obsolete, surplus or worn out property disposed of by the Company or any of its Restricted Subsidiaries; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property which do not materially interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole; (gi) Dispositions for at least fair market value consisting of (as determined in good faith A) any transaction permitted by a Responsible Officer Section 7.07 (other than Section 7.07(a)(i)), (B) the making of any Investments permitted by Section 7.09 (other than Section 7.09(q)(i)), (C) the Companycreation, incurrence or assumption of any Lien permitted under Section 7.02, (D) the making of any Restricted Payments permitted by Section 7.08, and (E) Dispositions of property to the extent that Net Proceeds such property constitutes an Investment permitted by Section 7.09 (other than Section 7.09(q)(i)); (j) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of an Obligor or such other nominal shares required to be held other than by the Company or such Obligor, as required by applicable law; (k) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (l) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such Disposition non-Wholly-Owned Subsidiary, on a pro rata basis; (or an equal amountm) are applied sale and lease back transactions in respect of any property acquired after the Restatement Effective Date, and consummated within 365 days after the date acquisition of such Disposition property; (n) Dispositions not otherwise permitted hereunder (other than pursuant to either or both Reinsurance Agreements, which shall be subject to the limitations in clause (without duplicatione) of: above); provided that such Dispositions shall be for fair market value of assets being disposed, as determined by the Company in good faith, not exceeding (i) 15% of Consolidated Net Worth in any calendar year or (ii) 45% of Consolidated Net Worth in the purchase aggregate; and (o) Dispositions of current mortgage-related assets, mortgage loans, receivables, and other similar financial assets securing Indebtedness incurred under Section 7.01(a)(xviii). Upon consummation of a similar nature to those sale, transfer or other Disposition permitted under this Section 7.03, Liens created under the Security Documents in respect of the assets Disposed of, or of shall be automatically released and the purchase, acquisition, development, redevelopment or construction of non-current assets Agent shall (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)applicable) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing deliver to the Company, upon the Company’s request and at the Company’s expense, such documentation as necessary to evidence the release of the Agent’s security interests, if any, in the assets being Disposed of, including amendments or terminations of Uniform Commercial Code financing statements, if any, the return of stock certificates, if any, the release and satisfaction of any mortgages, and the release of any Restricted Subsidiary or any Affiliate)being Disposed of in its entirety from all of its obligations, if any, under the Loan Documents; provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, shall have provided to the extent the higher of the Net Proceeds of Agent such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated certificates evidencing compliance with the higher of Loan Documents as the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) Agent shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)reasonably request.

Disposition of Assets. The Company will not not, and will not permit any of its Subsidiaries Restricted Subsidiary to make Transfer any Disposition Property except: (ai) Dispositions by Transfers of inventory and of other Property no longer necessary for the operation of, and that are individually and in the aggregate immaterial to, the business of the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to and the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicensesRestricted Subsidiaries, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a such Restricted Subsidiary, and/or; (ii) Transfers from the permanent repayment Company to a Wholly-Owned Restricted Subsidiary; (iii) Transfers from a Restricted Subsidiary to the Company or prepayment a Wholly-Owned Restricted Subsidiary; (iv) Transfers for Acceptable Consideration arising solely out of unsubordinated Indebtedness Sale-Leaseback Transactions, so long as: (A) the Property is both Transferred and concurrently or thereafter leased by the Company or a Restricted Subsidiary as lessee, in each case within one hundred eighty (180) days after the construction of such Property or the initial acquisition thereof by the Company or a Restricted Subsidiary; (B) within one hundred eighty (180) days after the Transfer involved in such Sale-Leaseback Transaction, the proceeds of such Transfer, net of reasonable and ordinary transaction costs, expenses and income tax on any gain related to such Transfer incurred and actually paid in connection with such Transfer, are applied by the Company or such Restricted Subsidiary to: (I) purchase Tangible Property ; or (II) pay, on or prior to its scheduled maturity, an amount of Debt of the Company or a any Restricted Subsidiary (other than Indebtedness Debt owing to an Affiliate or Debt subordinate to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(iiSubordinated Notes); and (hC) other Dispositions not otherwise permitted by clauses (a) through (g) above, to immediately before and after the extent the higher consummation of the Net Proceeds of such Disposition Transfer, and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Dispositionthereto, no Default or Event of Default would exist exist; (including under Sections 10.5, 10.6 and 10.8 as v) any other Transfer at any time of any Property (other than in connection with Sale-Leaseback Transactions) to a Person for an Acceptable Consideration if: (A) the end sum of: (I) the book value of such Property at the most recently ended quarterly or annual fiscal period as if time of Transfer; plus (II) the aggregate book value of all other Property Transferred (other than in Excluded Transfers) after the Fiscal Year End Date immediately preceding the date of such Disposition occurred on such date).Transfer;

Disposition of Assets. The Company will not not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any portion of its assets, business or properties (including, without limitation, any Capital Stock of any of its Subsidiaries), or agree to make do any Disposition of the foregoing, except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; sales of inventory and licenses or leases of Intellectual Property and other assets (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition including rollovers and replacements of obsolete or worn out property motors vehicles in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses), in each case in the ordinary course of businessbusiness consistent with past practices; (b) the sale, which transfer or other disposition of cash, marketable securities or cash equivalents; (c) the sale, exchange or other disposition of used or obsolete equipment or other capital assets to the extent the proceeds of such sale are not applied towards or are committed to be applied towards, or are assets exchanged for, replacement equipment or replacement capital assets within ninety (90) days of such sale-leaseback transactions and which do not materially interfere , exchange or other disposition or applied to repay Senior Indebtedness; (d) the sale, lease or other disposition of assets in compliance with Section 9.7 by the business Company or any Subsidiary of the Company and its Subsidiaries, taken as a wholeto the Company or any Guarantor or any Subsidiary of the Company; (ge) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of:any Permitted Asset Dispositions; and (if) the purchase of current assets of a similar nature sales, transfers and dispositions to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to so long as such Subsidiary is a Guarantor). provided, however, that within 180 days after the Companyreceipt of any Net Cash Proceeds from a Permitted Asset Disposition, any Subsidiary or any Affiliate), provided that the Company has offered shall apply such Net Cash Proceeds, to prepay permanently reduce Senior Indebtedness (and correspondingly reduce commitments with respect thereto in the outstanding Notes held case of any reduction of borrowings under the Senior Credit Agreement) or to reinvest in assets as permitted under the Senior Credit Agreement. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce Senior Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by each holder this Agreement. Any Net Cash Proceeds from a Permitted Asset Disposition that are not applied or re-invested as provided 58 in accordance with Section 8.8 in the foregoing proviso will be deemed to constitute "Excess Proceeds." Within 10 Business Days of the date on which the aggregate amount of Excess Proceeds exceeds the US Dollar Equivalent of $1,000,000, the Company shall make an aggregate offer (the "Asset Sale Offer") to purchase the maximum principal amount equal to such holder’s Pro Rata Amount of the portion Note that may be purchased out of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) aboveExcess Proceeds, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of at an offer price in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) cash in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders)Redemption Price, provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of procedures for redemption set forth in the Note unless such Net Cash Proceeds are required to prepay Senior Indebtedness pursuant to the Senior Debt Documents. To the extent that are not so applied in accordance with such clause (g) (or, if higher, a proportionate the aggregate amount of the Disposition Value Note tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of the property Disposed Note surrendered by Holders thereof exceeds the amount of in such Disposition) Excess Proceeds, the Note shall be counted towards and included in purchased on a pro rata basis. Upon completion of such offer to purchase, the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event amount of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Excess Proceeds shall be reset at zero.

Disposition of Assets. The Company will not and will not permit Make any Disposition, except for as long as no Default or Event of its Subsidiaries to make any Default exists or would result therefrom, a Disposition exceptconstituting: (a) Dispositions by the Company to a Wholly-Owned Subsidiarysale of Inventory in the Ordinary Course of Business; (b) Dispositions the use, transfer or disposition of cash and Cash Equivalents pursuant to any transaction not prohibited by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiaryterms of the Loan Documents; (c) Dispositions by a non-Wholly-Owned Subsidiary to Disposition of obsolete, unmerchantable or otherwise unsalable Inventory that is not included in the Company or any SubsidiaryBorrowing Base; (d) the Disposition a transfer of obsolete Property by a Restricted Subsidiary or worn out property in the ordinary course of businessObligor to another Obligor or solely among Restricted Subsidiaries that are not Obligors; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of businessDistributions permitted under Section 10.2.3 and Investments permitted under Section 10.2.4; (f) leases, subleases, licenses, or sublicenses, the Disposition of any Equity Interest (i) in each case a Subsidiary to any Obligor and (ii) in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a wholeany Unrestricted Subsidiary; (g) Dispositions for at least fair market value the issuance of Equity Interests (as determined other than Disqualified Equity Interests) in good faith by a Responsible Officer of the Company) Company to the extent such issuance does not result in a Change of Control; (h) the sale or transfer of equipment and other personal property that Net Proceeds is no longer necessary for the business of such Disposition (an Obligor or an equal amount) are applied within 365 days after the date is replaced by equipment or other personal property of such Disposition to either or both (without duplication) of:at least comparable value and use; (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or exclusive licensing and cross-licensing arrangements involving any other form of interest in a company technology or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business intellectual property of the Company or a Subsidiary, and/orany Restricted Subsidiary in the Ordinary Course of Business; (iij) the permanent repayment abandonment of any rights, franchises, licenses, or prepayment intellectual property that any Obligor reasonably determines are no longer useful in its business or commercially desirable; (k) the transfer of unsubordinated Indebtedness interests in any Sand Properties, or portions thereof, to which no Sand Reserves are attributed; (l) the transfer of the Company or a Subsidiary Property (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder ABL Priority Collateral) in accordance connection with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); anda Casualty Event; (hm) the sale, disposition or other Dispositions transfer of any Properties (other than Accounts) that are not otherwise permitted regulated by clauses (a) through (gl) aboveof this Section 10.2.5 having a Fair Market Value not to exceed $10,000,000 in the aggregate during any 12-month period; provided that (i) the Borrower Agent shall deliver an updated Borrowing Base Report prior to giving effect to such sale, to the extent the higher disposition, or other transfer if more than 5.0% of the Net Proceeds of such Disposition and assets included in the Disposition Value most recent calculation of the property Disposed Borrowing Base are being disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (hm), (ii) no Overadvance shall exist or result therefrom, and (iii) Obligors shall comply with Section 5.2, if applicable; (n) the sale, disposition or other transfer of any Property (other than Accounts), if such Property is so sold, disposed of or transferred for Fair Market Value; provided that the applicable Obligor or Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, further, that, for purposes of determining what constitutes cash and Cash Equivalents under this clause (n) in the same fiscal year connection with any disposition, sale or transfer of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets any Property (as measured on the last day of the then most recently ended fiscal year of the Company other than with respect to which financial statements have been delivered to the holdersany Disposition of any ABL Priority Collateral), up to $5,000,000 of any Designated Non-Cash Consideration received by the applicable Obligor or such Restricted Subsidiary in respect of such Property, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (n) that is outstanding at the time such Designated Non-Cash Consideration is received, shall be deemed to be cash; provided that, in however (i) the event that some, but not all, Borrower Agent shall deliver an updated Borrowing Base Report if more than 5.0% of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and assets included in the most recent calculation set forth in of the Borrowing Base are being disposed of pursuant to this clause (hn), (ii) aboveObligors shall comply with Section 5.2, provided further thatif applicable, in each case, immediately after giving effect to such Disposition, and (iii) no Default Overadvance shall exist or result therefrom; and (o) the transfer of Property by means of a transaction expressly permitted under Section 10.2.7; and (p) Specified IPO Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Transactions.

Disposition of Assets. The Prior to the Springing Covenant End Date, the Company will not shall not, and will shall not permit any of its Restricted Subsidiaries to make to, Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any Restricted Subsidiary whether newly issued or otherwise), except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (bi) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property in the ordinary course of business; (e) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case inventory and equipment in the ordinary course of business, which (ii) Dispositions of cash and Cash Equivalents and (iii) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Company or any of its Restricted Subsidiaries or otherwise in respect of mortgage loans insured by the Company or any of its Restricted Subsidiaries; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or the proceeds of such sale are not sale-leaseback transactions reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Investments by any Insurance Subsidiary or Subsidiary thereof (other than Capital Stock of Restricted Subsidiaries engaged in insurance lines of business) and Dispositions by the Company or any of its Restricted Subsidiaries of Investments permitted under this Agreement, in each case, in the ordinary course of business and consistent with the investment policy approved by the board of directors of the Company or such Subsidiary or the Company, as the case may be; (d) Dispositions (i) by the Company to any Restricted Subsidiary and (ii) by any Restricted Subsidiary to any other Restricted Subsidiary or the Company; provided, that (x) to the extent such Disposition pursuant to the foregoing clause (iii) constitutes an Investment, such Disposition is permitted by Section 7.09 (other than Section 7.09(q)), and (y) otherwise, such Disposition is for fair value, as determined by the Company in good faith; (e) any Disposition pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice; (f) Dispositions of obsolete, surplus or worn out property disposed of by the Company or any of its Restricted Subsidiaries; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property which do not materially interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole; (gi) Dispositions for at least fair market value consisting of (as determined in good faith by a Responsible Officer A) any merger, consolidation, liquidation, dissolution or other winding-up of the CompanyBorrower or any of its Subsidiaries not prohibited by Section 7.07, (B) the making of any Investments permitted by Section 7.09 (other than Section 7.09(q)), (C) the creation, incurrence or assumption of any Lien permitted under Section 7.02, (D) the making of any Restricted Payments permitted by Section 7.08, and (E) Dispositions of property to the extent that Net Proceeds such property constitutes an Investment permitted by Section 7.09 (other than Section 7.09(q)); (j) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of the Company or such other nominal shares required to be held other than by the Company, as required by applicable law; (k) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (l) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such Disposition non-Wholly-Owned Subsidiary, on a pro rata basis; (or an equal amountm) are applied sale and lease back transactions in respect of any property acquired after the Closing Date, and consummated within 365 days after the date acquisition of such Disposition property; (n) Dispositions not otherwise permitted hereunder (other than pursuant to either or both Reinsurance Agreements, which shall be subject to the limitations in clause (without duplicatione) of: above); provided that such Dispositions shall be for fair market value of assets being disposed, as determined by the Company in good faith, not exceeding (i) the purchase 15% of current assets of a similar nature to those Disposed of, Consolidated Net Worth in any calendar year or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) 45% of Consolidated Net Worth in the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)aggregate; and (ho) Dispositions of mortgage-related assets, mortgage loans, receivables, and other Dispositions similar financial assets securing Indebtedness incurred under Section 7.01(a)(xviii); provided that this Section 7.03 shall not otherwise permitted by clauses apply at any time that the Index Debt is rated at least BBB- or Baa3 (aas applicable) through (g) above, to the extent the higher from at least two of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Rating Agencies. Section 7.04 [Reserved].

Disposition of Assets. The Company will not and will not Sell or otherwise dispose of any assets (including, without limitation, the capital stock of any Subsidiary), or permit any of its their Subsidiaries that are not Guarantors so to make any Disposition except: do, except for: (ai) Dispositions by sales or dispositions of assets (not including (A) aircraft, engines, spare engines or spare parts or (B) Slots, Foreign Slots, Routes, Supporting Route Facilities or Gate Leaseholds, the Company disposition of which assets referred to a Wholly-Owned Subsidiary; in this clause (bB) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; shall be in accordance with clause (cxi) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (dof this Section) the Disposition of obsolete or worn out property in the ordinary course of business; ; (eii) sales or dispositions of surplus, obsolete, negligible or uneconomical assets (including, without limitation, aircraft, engines, spare engines and spare parts, but excluding Slots, Foreign Slots, Routes, Supporting Route Facilities and Gate Leaseholds) no longer used in the business of the Borrower and the Guarantors; (iii) sales or dispositions of assets among the Borrower and the Guarantors; (iv) sales or dispositions of assets set forth on Schedule 6.11 hereto; (v) sales or dispositions in arm's length transactions, at fair market value and for cash in an aggregate amount not to exceed $5,000,000; (vi) abandonment and licensing (or sub-licensing sublicensing) of intellectual property Collateral provided, that such abandonment and licensing (or other general intangibles sublicensing) is (A) consistent with past practices and (B) with respect to intellectual property that is not material to the business of the Borrower and the Guarantors; (vii) dispositions of assets located outside of the United States in an amount not to exceed $2,000,000; (viii) termination or rejection of any lease or the return, surrender or abandonment of any property subject thereto; (ix) the sale or discount of accounts receivable to a collection agency in connection with collections of delinquent receivables; (x) sales and dispositions of equipment, to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property or (B) the proceeds of such sale or disposition are promptly applied to the purchase price of such replacement property, provided, that any sale or disposition of Mortgaged Collateral or Tranche C Priority Collateral shall only be in accordance with terms of the Aircraft Mortgage or the Tranche C Aircraft Mortgage or Section 6.11(xxiii), as the case may be; (xi) dispositions permitted by any of the Loan Documents; (xii) (A) sales, exchanges and swaps of engines and spare parts in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions business and which do not materially interfere consistent with the business of the Company past practice and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms Loan Documents and (B) swaps of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, engines and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate)spare engines constituting Collateral with Section 1110 Total Asset financiers, provided that the Company has offered Borrower shall receive a replacement engine, free and clear of any Liens and encumbrances, in connection with each such swap, which replacement engine shall have a value equal to prepay or greater than the outstanding Notes held disposed-of engine or spare engine (as reasonably determined by the Appraisers) and which replacement engine shall be reasonably satisfactory to the Agents (in connection with dispositions of engines or spare engines constituting Tranches A and B Collateral) or the Tranche C Collateral Agent (in connection with dispositions of Tranche C Collateral); (xiii) sales and dispositions of Section 1110 Assets; (xiv) the sale or other disposition by the Borrower of (A) 100% of the ownership interests which it holds in Hotwire, Inc. for net cash proceeds of no less than $80,000,000 and (B) the sale or other disposition by the Borrower of a portion of the ownership interests which it holds in Orbitz in a public offering of the common stock of Orbitz for cash proceeds of no less than $26,000,000, provided, that 100% of the Net Proceeds of each holder disposition permitted by this clause 6.11(xiv) shall be applied as a prepayment of the Loans in accordance with Section 8.8 2.13(e); (xv) the assignment of local supply agreements, bulk supply agreements and third-party sale agreements, the sublease of infrastructure agreements and the transfer of historical pipeline capacity contemplated under the Jet Fuel Supply Agreement; (xvi) from and after the effective date of the Eighth Amendment, the sale or other disposition by the Borrower of ownership interests which it holds in an aggregate principal amount Orbitz in addition to the sales or other dispositions permitted pursuant to Section 6.11(xiv)(B); (xvii) from and after the effective date of the Eighth Amendment, the sale or other disposition by the Borrower of ownership interests which it holds directly or indirectly, beneficially or of record, in ▇▇▇▇▇▇▇▇.▇▇▇, Inc., MyPoints Offline Services, Inc., Cybergold, Inc. and ▇▇▇▇▇▇▇.▇▇▇, Inc., provided, that at the time of any such sale or other disposition: (A) if the ratio of EBITDAR (for the twelve month period ended on the last day of the month immediately preceding the month in which such sale or other disposition is consummated) to the sum of (I) gross interest expense for such period less gross interest income for such period plus (II) aircraft rent expense is equal to such holder’s Pro Rata Amount or greater than 1.0:1.0, then none of the portion proceeds of such sales or dispositions permitted by this clause 6.11(xvii) shall be required to be applied as a prepayment of the Loans; and (B) if the ratio of EBITDAR (for the twelve month period ended on the last day of the month immediately preceding the month in which such sale or other disposition is consummated) to the sum of (I) gross interest expense for such period less gross interest income for such period plus (II) aircraft rent expense is less than 1.0:1.0, then 75% of the Net Proceeds of such Disposition being applied sales or offered to dispositions permitted by this clause 6.11(xvii) shall be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher as a prepayment of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied Loans in accordance with clause Section 2.13(e); (gxviii) above, only the portion sale or other disposition by the Borrower and United Aviation Fuels Corporation of their unsecured claims in the bankruptcy of Air Canada Inc.; (xix) the sale or other disposition by the Borrower and United Aviation Fuels Corporation of 100% of the Net Proceeds that are not so applied securities issued by ACE Aviation Holdings Inc. which the Borrower and United Aviation Fuels Corporation may acquire in accordance with such clause Section 6.10(xvii); (gxx) from and after the effectiveness of the Twelfth Amendment, the termination, rejection, surrender, return, abandonment, assignment, license, sublicense, lease or sublease of (A) Miscellaneous Airport Leases, (B) Supporting Route Facilities for Routes other than the Primary Routes and (C) with the prior written consent of the Collateral Agent and the Tranche C Collateral Agent, Supporting Route Facilities for Primary Routes, in each case which in the reasonable business judgment of the Borrower is taken in connection with the Debtors' cost reduction efforts; (xxi) (or, if higher, a proportionate amount A) from and after the effectiveness of the Disposition Value Twelfth Amendment the sale or disposition (including by assignment, license, sublicense, lease or sublease) of up to five (5) domestic Gates and Supporting Route Facilities used for Primary Routes in the aggregate, and (B) from and after the date of delivery of the property Disposed of in such Disposition) study associated with a resource optimization project and any supplements thereto (which study and all supplements shall be counted towards in form and included substance reasonably satisfactory to the Agents and the Tranche C Agent), the sale or disposition (including by assignment, license, sublicense, lease or sublease) of domestic Gates and Supporting Route Facilities used for Primary Routes in accordance with the calculation conclusions set forth in clause such report; and (hxxii) above, provided further that, sales or dispositions of Acquired 1110 Asset or Acquired Aircraft Asset in each case, immediately connection with a Permitted Aircraft Financing; and (xxiii) from and after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as the effective date of the end Thirteenth Amendment, the sale or other disposition of (A) certain spare parts to maintenance providers at fair market value in an amount not to exceed $70,000,000 in the aggregate in connection with an outsourcing of certain of the most recently ended quarterly or annual fiscal period Borrower's engine and airframe maintenance programs, (B) certain fuel equipment and related fuel assets at fair market value and for cash in an aggregate amount not to exceed $5,200,000 (less the value of any such assets located at Chicago ▇'▇▇▇▇ International Airport sold prior to the effectiveness of the Thirteenth Amendment) disposed in the aggregate in connection with an outsourcing of the Borrower's fueling operations and (C) other assets at fair market value and for cash in connection with contracting for maintenance and other services with third parties in an amount not to exceed $10,000,000 in the aggregate. Nature of Business. Enter into any business that is materially different from those conducted by the Borrower and the Guarantors on the Filing Date except as if such Disposition occurred on such date)required by the Bankruptcy Code.

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (collectively, a “Disposition”) (whether in one or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by of inventory, or used, worn-out, obsolete or surplus equipment or intellectual property, all in the Company to a Wholly-Owned Subsidiaryordinary course of business; (b) Dispositions by a Wholly-Owned Subsidiary of equipment and other fixed assets to the Company extent that such equipment or another Wholly-Owned Subsidiaryother fixed assets is exchanged for credit against the purchase price of similar replacement equipment or other fixed assets, or the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment or other fixed assets; (c) Dispositions by of Accounts Receivable pursuant to a non-Wholly-Owned Subsidiary to the Company or any SubsidiaryPermitted Receivables Purchase Facility; (d) the Disposition of obsolete assets received in connection with the bankruptcy or worn out property reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (e) Dispositions of assets between and among the licensing or subCompany and its Wholly-licensing Owned Subsidiaries that are Domestic Subsidiaries, and Dispositions of intellectual property or other general intangibles in assets between and among Wholly-Owned Subsidiaries of the ordinary course of businessCompany that are Foreign Subsidiaries; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course sales of business, which are not sale-leaseback transactions and Accounts Receivable by Foreign Subsidiaries which do not materially interfere with provide directly or indirectly for recourse for credit losses against the business seller of such Accounts Receivable or against any of such seller’s Affiliates and which are done on customary market terms or on other terms satisfactory to the Company and its Subsidiaries, taken as a whole;Administrative Agent; and (g) Dispositions not otherwise permitted hereunder which are made for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent value; provided, that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) at the purchase time of current assets any disposition, no Event of a similar nature to those Disposed ofDefault shall exist or shall result from such disposition, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary aggregate sales price from such disposition shall be paid in cash (other than Indebtedness owing to the Companyprovided, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 may accept promissory notes in an aggregate principal amount equal outstanding at any time not to such holder’s Pro Rata Amount exceed $10,000,000), and (iii) the aggregate value of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so sold by the Company and its Subsidiaries pursuant to this clause subsection (h) in the same fiscal year of the Company in which such Disposition is madeg), does together, shall not exceed an amount equal to in any fiscal year, ten percent (10% %) of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recent fiscal year (but excluding, for purposes of calculation of such ten percent (10%) amount, the assets of any operating business sold as a whole in compliance with the proviso at the end of this subsection), provided further that the sale by the Company or any Subsidiary of one or more operating business in one year which, in the aggregate, accounts for more than ten percent (10%) of EBITDA of the Company as of the most recently ended quarterly or annual fiscal period year shall require the consent of the Required Lenders and the Company, on a pro forma basis calculated as if of the last day of the most recently completed fiscal quarter, shall be in compliance with the Leverage Ratio as of the date of such Disposition occurred on such date)Disposition.

Disposition of Assets. The Company will not and will not No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to to, directly or indirectly make any Disposition (including as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 8.6), except: (a) Dispositions by constituting the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition sale of obsolete or worn out property inventory and Hydrocarbons in the ordinary course of business; (b) Dispositions, for fair value, of worn-out or obsolete equipment not necessary or useful to the conduct of the Loan Parties’ business or of equipment that is replaced by equipment or personal property of at least comparable value and use; (c) Dispositions from any Loan Party or any of its Restricted Subsidiaries to Borrower or any other Loan Party; provided that the requirements of Section 7.12 are then satisfied; (d) Dispositions of cash and Cash Equivalents in connection with any transaction not prohibited under this Agreement; (e) the licensing or subwrite-licensing of intellectual property off, discount, sale or other general intangibles Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of businessbusiness and not undertaken as part of an accounts receivable financing transaction; (f) leases, subleases, licenses, Dispositions of equipment or sublicenses, in each case real property (other than Oil and Gas 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 reasonably promptly applied to the purchase price of such replacement property; (g) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business, which are business not sale-leaseback transactions and which do not interfering in any material respect with the ordinary conduct of or materially interfere with detracting from the value of the business of the Company Loan Parties and its their Restricted Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (ih) the purchase abandonment or Disposition of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which intellectual property rights that are to be no longer used or useful in the business of the Company Loan Parties and their Restricted Subsidiaries; (i) Dispositions constituting Restricted Payments permitted under Section 8.4(a) or Investments permitted under Section 8.5; (j) Dispositions consisting of any compulsory pooling or unitization ordered by a SubsidiaryGovernmental Authority with jurisdiction over Borrower’s or any of its Restricted Subsidiaries’ or any of the other Loan Parties’ Oil and Gas Properties; (k) Dispositions of Proved Oil and Gas Properties (including (x) any Equity Interest of any Loan Party or Restricted Subsidiary that owns Proved Oil and Gas Properties that are included in the most recent Reserve Report and (y) as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 8.6); provided that: (i) no Event of Default shall have occurred and be continuing or would result therefrom, and/orboth before and after giving effect thereto; (ii) the permanent repayment or prepayment of unsubordinated Indebtedness at least 75% of the Company or a Subsidiary (other than Indebtedness owing consideration received in respect to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied shall be cash, Cash Equivalents or offered the release or assumption of environmental or other liabilities related to be applied pursuant to this clause (g)(ii)any Oil and Gas Properties Disposed of in connection therewith; and (hiii) the consideration received shall be equal to or greater than the fair market value thereof (as reasonably determined by a Responsible Officer of Borrower and if requested by Administrative Agent, Borrower shall deliver a certificate of a Responsible Officer of Borrower certifying to that effect); (l) Farmouts of undeveloped acreage or undrilled depths and assignments in connection with such Farmouts; (m) the Disposition of Oil and Gas Properties that are not Proved Oil and Gas Properties; (n) the Disposition of the 2010 Dassault Aviation model Falcon 900EX aircraft bearing manufacturer’s serial number 246 and U.S. Registration No. N900YG; (o) other Dispositions not otherwise permitted by clauses (aexcluding Dispositions of Oil and Gas Properties, but including dispositions of equipment described in clause (f) through (g) above, of the definition of Oil and Gas Properties to the extent such equipment is no longer used or useful in the higher business of the Net Proceeds Borrower or applicable Restricted Subsidiary) in aggregate amount not to exceed $10,000,000; (p) Dispositions of such Disposition and the Disposition Value Investments in joint ventures (regardless of the property Disposed form of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (hlegal entity) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders)extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (q) the liquidation of Hedging Transactions as permitted or required by this Agreement; provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) no Loans shall be counted towards and included in outstanding at the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to time of any such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)liquidation.

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Subsidiaries to make to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable, with or without recourse), except: (a) Dispositions by the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition dispositions of obsolete or worn out property property, whether now owned or hereafter acquired, in the ordinary course of business; (eb) the licensing or sub-licensing dispositions of intellectual property or other general intangibles Inventory in the ordinary course of business; (c) sales of equipment to the extent that (i) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (ii) the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; 108 (d) dispositions of property by any Subsidiary to the Company or to a Wholly-Owned Subsidiary of the Company; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) mergers permitted under Section 8.3; (f) leases, subleases, licenses, dispositions (including by means of a Sale/Leaseback Transaction) of Assets Held for Sale by the Company or sublicenses, any of its Subsidiaries for consideration of not less than the fair market value of the assets disposed of; (g) dispositions of assets for not less than fair market value in each case Sale/Leaseback Transactions permitted under Section 8.17; provided that the aggregate fair market value of all property sold pursuant to this clause (g) may not exceed $45,000,000; (h) non-exclusive licenses of Intellectual Property granted in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) transfers of Receivables under a Permitted Receivables Facility; (j) leases or subleases of interests in real property of the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares Company or any other form Subsidiary entered into in the ordinary course of interest in a company or other entity, acquisitions of assets, and other investments business; and (k) dispositions not otherwise permitted under this Section 8.2 (including signing payments, retention payments the disposition of all of the Equity Interests in any operating Subsidiary of the Company by sale of such Equity Interests or other payments to anticipated Affiliates by merger of such Subsidiary with or employeesinto another Person, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)Sale/Leaseback transaction) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), made for fair market value; provided that (i) at the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds time of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, disposition no Default or Event of Default shall exist or would exist result from such disposition; (including under Sections 10.5ii) the aggregate fair market value of all property disposed of in reliance on this clause (i) in any (A) fiscal year shall not exceed $10,000,000 or (B) since the date of this Agreement shall not exceed $45,000,000; (iii) the purchase price for such asset is paid to the Company or such Subsidiary, 10.6 as the case may be, in cash or Cash Equivalent Investments; and 10.8 as of (iv) the end of the most recently ended quarterly or annual fiscal period as if proceeds from any such Disposition occurred on such datedisposition shall be applied in accordance with Section 2.7(b).

Disposition of Assets. The Company Borrower will not not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any portion of its assets, business or properties, or enter into any arrangement with any Person providing for the lease by Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by Borrower or such Subsidiary to make such Person, or agree to do any Disposition exceptof the foregoing, except for: (ai) Dispositions sales or pledges of investments by the Company to a Wholly-Owned SubsidiaryInsurance Subsidiaries in the ordinary course of business, including in connection with Federal Home Loan Bank borrowings; (bii) Dispositions by a Wholly-Owned Subsidiary the sale or exchange of used or obsolete equipment to the Company or another Wholly-Owned Subsidiary; extent (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (dA) the Disposition proceeds of obsolete such sale are applied towards, or worn out property such equipment is exchanged for, similar replacement equipment or (B) such equipment is no longer necessary for the operations of Borrower or its applicable Subsidiary in the ordinary course of business; (eiii) the licensing or sub-licensing of intellectual property sale, lease or other general intangibles disposition of assets by a Subsidiary of Borrower to Borrower or to another Wholly Owned Subsidiary, to the extent permitted by applicable Requirements of Law and each relevant Insurance Regulatory Authority, provided that (A) immediately after giving effect thereto, no Default or Event of Default would exist, (B) in no event shall Borrower contribute, sell or otherwise transfer, or permit VFIC to issue or sell, any of the ordinary course capital stock of businessVFIC to any other Subsidiary, and (C) such sale or disposition would not adversely affect the ability of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions to its parent; (fiv) leasesthe sale or other disposition of any Borrower Margin Stock to the extent the fair market value thereof exceeds 25% of the fair market value of the assets of Borrower and its Subsidiaries (including Borrower Margin Stock), subleases, licenses, provided that fair value is received in exchange therefor; and (v) the sale or sublicenses, in each case in disposition of assets outside the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; provided that (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (iA) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding net proceeds from any such payments made by virtue of a repurchase of equity interests sale or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does disposition do not exceed an amount equal to the least of the following: (1) 10% of Consolidated Total Assets the total assets of Borrower and its Subsidiaries on a consolidated basis, (2) 10% of the total revenues of Borrower and its Subsidiaries on a consolidated basis, and (3) 10% of the total net earnings of Borrower and its Subsidiaries on a consolidated basis, in each case as measured determined as of the date of the financial statements of Borrower and its Subsidiaries most recently delivered under Section 5.1 prior to such time (or, with regard to determinations at any time prior to the initial delivery of financial statements under Section 5.1, as of the date of the most recent financial statements referred to in Section 4.11(a)), (B) immediately after giving effect thereto, Borrower would be in compliance with the provisions of Section 6.2, such compliance determined on a pro forma basis in accordance with Generally Accepted Accounting Principles as if such sale or disposition had been consummated on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders)quarter, provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (gC) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Dispositionthereto, no Default or Event of Default would exist exist, and (including under Sections 10.5, 10.6 and 10.8 as D) in no event shall Borrower or any of its Subsidiaries sell or otherwise dispose of any of the end capital stock or other ownership interests of the most recently ended quarterly VFIC or annual fiscal period as if such Disposition occurred on such date)any other Significant Subsidiary.

Disposition of Assets. The Company will shall not, and shall not and will not suffer or permit any Subsidiary to, directly or indirectly, (x) issue any equity interests of its Subsidiaries any Subsidiary to make any Disposition Person which is not the Company or a Subsidiary or (y) sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any property, including accounts and notes receivable, with or without recourse (each, an "Asset Disposition"), or enter into any agreement to do any of the foregoing, except: (a) Dispositions by the Company to a Whollydispositions of inventory, or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property surplus equipment, all in the ordinary course of business; (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment; (c) Asset Dispositions by the Company or any Subsidiary that are not otherwise permitted under this Section 8.02 to the extent that proceeds from such dispositions are either (i) reinvested by the Company or such Subsidiary in similar property within 180 days of such disposition (or within 210 days of such disposition in the event that the Company or such Subsidiary has entered into a legal, valid and binding contract to reinvest such proceeds within such 180 day period) or (ii) applied towards the purchase price of an Acquisition otherwise permitted pursuant to the provisions of this Agreement within 180 days of such disposition; (d) Asset Dispositions by the Company or any Subsidiary to any Wholly-Owned Subsidiary that is party to the Subsidiary Guaranty and Asset Dispositions permitted by Section 8.03(c); (e) sales of accounts receivable and related rights (and of rights as lessor under capitalized leases and related equipment and rights) to or by a Securitization Subsidiary pursuant to a Permitted Securitization; (f) sale/leaseback transactions involving an aggregate consideration not to exceed $10,000,000 after the licensing or sub-licensing date hereof; (g) the transfer of intellectual property Lease Assets to Leasing Subsidiaries solely in connection with Leasing Transactions; (h) the sale or other general intangibles disposition of the assets or stock of Summit Performance Systems, Inc. in exchange for cash or a promissory note; provided, that any such promissory note is pledged to the Agent pursuant to the Pledge Agreement; (i) Asset Dispositions that are not otherwise permitted in this Section 8.02 and which are of property located outside of the United States; provided; that the aggregate fair market value of all such property disposed of after the date hereof (valued at the time of disposition) shall not exceed $12,500,000; (j) Asset Dispositions of property (1) acquired pursuant to Section 8.04(a) or (2) acquired as an Investment pursuant to Section 8.04(b)-(q); provided, that the aggregate fair market value of such property referred to in clause (2) shall not exceed $10,000,000 after the date hereof; (k) the granting of non-exclusive licenses of patents, trademarks and copyrights by the Company or any Subsidiary; (l) Asset Dispositions identified on Schedule 8.02; (m) sales at a discount in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith accounts receivable arising out of sales by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness its Domestic Subsidiaries to Persons domiciled outside of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii)United States; and (hn) other Dispositions dispositions not otherwise permitted by clauses hereunder which are made for fair market value; provided, that (ai) through at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (gii) above, to the extent the higher at least 75% of the Net Proceeds aggregate sales price from such dispositions shall be paid in cash, and (iii) the aggregate value of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so sold by the Company and its Subsidiaries pursuant to this clause after the date hereof, together, shall not (hx) represent more than 10% of Net Worth, as would be shown in the same fiscal year consolidated financial statements of the Company in and its Subsidiaries as at the end of the fiscal quarter next preceding the date on which such Disposition determination is made, does not exceed an amount equal to or (y) be responsible for more than 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year consolidated net revenues or consolidated net income of the Company with respect to which financial statements have been delivered to and its Subsidiaries for the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 12-month period ending as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)quarter next preceding the date of determination.

Disposition of Assets. The Company will not shall not, and will shall not permit any other Loan Party to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any of its Subsidiaries property (any such transaction, a “Disposition”), including accounts and notes receivable, with or without recourse, and the stock or other equity interests in any Subsidiary (but, for the avoidance of doubt, excluding cash that is transferred in the ordinary course of business and treasury stock of such Loan Party), or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by of inventory in the Company to a Whollyordinary course of business and Dispositions of used, worn-Owned Subsidiaryout, obsolete or surplus equipment; (b) Dispositions by a Wholly-Owned Subsidiary of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions by between and among Loan Parties, Dispositions from any Subsidiary that is not a non-Loan Party to the Company or a Wholly-Owned Subsidiary and Dispositions permitted by Section 8.03; (d) Dispositions of accounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted Securitization; (e) sale/leaseback transactions involving an aggregate consideration not to exceed $50,000,000 after the date hereof; (f) the transfer of Lease Assets solely in connection with Leasing Transactions; (g) Dispositions of cash equivalents or short-term marketable securities; (h) the granting of non-exclusive licenses of patents, trademarks and copyrights by the Company or any Subsidiary; (di) the Disposition of obsolete or worn out property in the ordinary course of businessDispositions identified on Schedule 8.02; (ej) Dispositions of accounts receivable arising out of sales by the licensing Company or sub-licensing its Domestic Subsidiaries to Persons domiciled outside of intellectual property or other general intangibles the United States, Dispositions of accounts receivable with extended terms and Dispositions of defaulted accounts receivable without credit recourse in the ordinary course of business; (f) leases, subleases, licenses, or sublicensestransactions that do not constitute securitizations, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere business consistent with the business of the Company and its Subsidiaries, taken as a wholepast practice; (gk) Dispositions for at least fair market value in the ordinary course of business of tangible property as part of a like-kind exchange under Section 1031 of the Code; (as determined l) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, in the reasonable good faith by a Responsible Officer determination of the Company) applicable Loan Party, are not material to the extent that Net Proceeds conduct of its business; (m) Dispositions of property located outside of the United States (and not moved outside the United States in anticipation of such Disposition Distribution); (or an equal amountn) Dispositions that are applied within 365 days after not permitted by the date foregoing provisions of such Disposition to either or both (without duplication) of: this Section 8.02; provided that (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments Disposition is made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or for fair market value; (ii) no Event of Default shall exist at the permanent repayment time of or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, shall result from any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with ; and (iii) the higher aggregate value of the Net Proceeds and the Disposition Value with respect to all other Dispositions made assets so disposed of by the Company and its Subsidiaries pursuant to this clause (hx) in the same during any fiscal year shall not exceed the greater of (A) $200,000,000 and (B) 10% of the consolidated tangible assets of the Company in which and its Subsidiaries as of the beginning of such Disposition is made, does fiscal year and (y) after the Effective Date shall not exceed an amount equal to 10the greater of (A) $500,000,000 and (B) 25% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year consolidated tangible assets of the Company with respect to which and its Subsidiaries as reflected in the most recent financial statements have been delivered pursuant to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such dateSection 7.01(a).

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Subsidiaries to make Dispose of (whether in one or a series of transactions) any Disposition property (including accounts and notes receivable with or without recourse and Capital Stock of any Subsidiary whether newly issued or otherwise) or enter into any agreement to do any of the foregoing (unless (x) such agreement is conditioned upon receiving any waiver or consent necessary pursuant to the terms hereof and (y) the Company requests any such waiver or consent from Lenders not less than 10 Business Days prior to the date of the anticipated consummation of the relevant transaction), except: (a) (i) Dispositions by of inventory and equipment in the Company to a Wholly-Owned Subsidiaryordinary course of business and (ii) Dispositions of Cash Equivalents; (b) Dispositions by a Wholly-Owned Subsidiary the sale of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions of Investments by a non-Wholly-Owned any Insurance Subsidiary (other than any of its Investments in Subsidiaries engaged in insurance lines of business) in the ordinary course of business consistent with past practices and the investment policy approved by the board of directors of such Insurance Subsidiary; (d) Dispositions (i) by the Company or any Subsidiary to the Company or any Subsidiary (other than any Excluded Subsidiary), (ii) by any Excluded Subsidiary to any other Excluded Subsidiary in the ordinary course of business and (iii) to Excluded Subsidiaries in an aggregate amount not to exceed $30,000,000; (e) (i) any Dispositions pursuant to a Reinsurance Agreement so long as such Disposition is entered into in the ordinary course of business for the purpose of managing insurance risk consistent with industry practice and (ii) any other Dispositions pursuant to a Reinsurance Agreement so long as the aggregate statutory profit and/or gains on insurance policy sales or other portfolio transfers resulting from all Dispositions described in this clause (ii) consummated after the Effective Date do not exceed $400,000,000 in the aggregate during the term of this Agreement or $150,000,000 in any Fiscal Year; provided that (x) the Net Proceeds therefrom are, unless required to be retained by any Insurance Subsidiary pursuant to regulatory restrictions, applied to prepay the Loans as provided in Section 2.08 and (y) any Net Proceeds therefrom that are required to be retained by any Insurance Subsidiary pursuant to regulatory restrictions are so retained by such Insurance Subsidiary; (df) the Disposition of obsolete obsolete, surplus or worn out property disposed of by the Company or any of its Subsidiaries in the ordinary course of business and consistent with past practices of the Company and its Subsidiaries; (g) transfers resulting from any casualty or condemnation of property or assets; (h) licenses or sublicenses of intellectual property and general intangibles and licenses, leases or subleases of other property in the ordinary course of business; (e) business and consistent with the licensing or sub-licensing past practices of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, which are not sale-leaseback transactions Company and its Subsidiaries and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (gi) Dispositions for at least consisting of mergers, amalgamations and consolidations among the Company and its Subsidiaries, or of any liquidation, winding up or dissolution of any Subsidiary, in each case to the extent permitted by Section 7.07(b); (j) Dispositions of shares of Capital Stock in order to qualify members of the board of directors or equivalent governing body of an Obligor or such other nominal shares required to be held other than by the Company or such Obligor, as required by applicable law; (k) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (l) issuances of Capital Stock (i) by the Company, (ii) by a directly or indirectly Wholly-Owned Subsidiary of the Company to the Company or to one or more Wholly-Owned Subsidiaries of the Company or (iii) by a non-Wholly-Owned Subsidiary of the Company to the respective equity holders of such non-Wholly-Owned Subsidiary, on a pro rata basis; (m) the sale and leaseback of the Company’s headquarters located in Carmel, Indiana, on fair market value and reasonable terms (as determined certified to the Agent in good faith writing by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (hn) other Dispositions not otherwise permitted by clauses hereunder (a) through (g) aboveother than pursuant to Reinsurance Agreements, which shall be subject to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth limitations in clause (he) above); provided that (w) such Dispositions shall be for fair market value (which determination must be supported by a fairness opinion in form and substance reasonably satisfactory to the Agent from a nationally-recognized investment banking firm in connection with any Disposition or series of related Dispositions in any single Fiscal Year the aggregate consideration for which exceeds $125,000,000; provided that no fairness opinion is required in respect of any Disposition or series of related Dispositions made at any time when (i) the Debt to Total Capitalization Ratio is equal to or less than 20% and (ii) the Financial Strength Rating Condition is satisfied) and at least 75% of the consideration received in connection therewith at closing shall consist of cash, provided further that, in each case, immediately (x) on a Pro Forma Basis after giving effect to such Disposition, no Default or Event the Company and its Subsidiaries would be in compliance with all of Default would exist the covenants contained in the Loan Documents (including under Sections 10.5all financial and ratings covenants), 10.6 and 10.8 as (y) no such Disposition shall include the sale of any Capital Stock of any Subsidiary unless 100% of the end Capital Stock of such Subsidiary owned by the Obligors is sold and (z) the Net Proceeds thereof shall be applied to prepay the Loans in accordance with Section 2.08. Upon consummation of a sale, transfer or other Disposition permitted under this Section 7.03, Liens created under the Security Documents in respect of the most recently ended quarterly assets Disposed of shall be automatically released and the Agent shall (to the extent applicable) deliver to the Company, upon the Company’s request and at the Company’s expense, such documentation as necessary to evidence the release of the Agent’s security interests, if any, in the assets being Disposed of, including amendments or annual fiscal period terminations of Uniform Commercial Code financing statements, if any, the return of stock certificates, if any, and the release of any Subsidiary being Disposed of in its entirety from all of its obligations, if any, under the Loan Documents; provided that the Company shall have provided to the Agent such certificates evidencing compliance with the Loan Documents as if such Disposition occurred on such date)the Agent shall reasonably request.

Disposition of Assets. The Company will not shall not, and will shall not permit any other Loan Party to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any of its Subsidiaries property or suffer to make exist any Involuntary Disposition (any such transaction, excluding, for the avoidance of doubt, (i) any transfer of cash in the ordinary course of business, (ii) any issuance by a Person of its own Equity Interests and (iii) any transfer by a Pledgor of assets not constituting Collateral at any time under the Loan Documents, a “Disposition”), including accounts and notes receivable, with or without recourse, and the Equity Interests in any Subsidiary, except: (a) Dispositions by of inventory in the Company to a Whollyordinary course of business and Dispositions of used, worn-Owned Subsidiaryout, obsolete or surplus assets (including equipment); (b) Dispositions by a Wholly-Owned Subsidiary of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of other revenue-producing equipment or another Whollycapital assets or the proceeds of such Disposition are reasonably promptly applied to the purchase price of such other revenue-Owned Subsidiaryproducing equipment or capital assets; (c) Dispositions by between and among Loan Parties, Dispositions from any Subsidiary that is not a non-Loan Party to the Company or a Wholly-Owned Subsidiary to the Company or any Subsidiaryand Dispositions permitted by Section 8.03; (d) the Disposition Dispositions of obsolete or worn out property in the ordinary course of businessaccounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted Securitization otherwise permitted by Section 8.05(a); (e) sale/leaseback transactions involving an aggregate consideration not to exceed $100,000,000 after the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of businessdate hereof; (f) leasesthe transfer of Lease Assets solely in connection with Leasing Transactions; (g) Dispositions of cash equivalents or short-term marketable securities; (h) the granting of non-exclusive licenses of patents, subleasestrademarks and copyrights by the Company or any Subsidiary and Dispositions of technical data packages; (i) Dispositions identified on Schedule 8.02; (j) Dispositions of accounts receivable arising out of sales by the Company or its Domestic Subsidiaries to Persons domiciled outside of the United States, licenses, or sublicensesDispositions of accounts receivable with extended terms and Dispositions of defaulted accounts receivable without credit recourse in transactions that do not constitute securitizations, in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere business consistent with the business of the Company and its Subsidiaries, taken as a wholepast practice; (gk) Dispositions in the ordinary course of business of tangible property as part of a like-kind exchange under Section 1031 of the Code; (l) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights that, in the reasonable good faith determination of the applicable Loan Party, are not material to the conduct of its business; (m) Dispositions of property located outside of the United States (and not moved outside the United States in anticipation of such Disposition); (n) Dispositions to effectuate tax reorganizations otherwise permitted by Section 8.06(e); (o) any Involuntary Disposition; and (p) Dispositions that are not permitted by the foregoing provisions of this Section 8.02; provided that (i) any such Disposition is made for fair market value; (ii) no Event of Default shall exist at the time of or shall result from any such Disposition; and (iii) either (A) such Disposition is a Material Disposition, at least fair market value (as determined in good faith by a Responsible Officer 75% of the Company) to the extent that Net Proceeds of consideration for such Disposition (or an equal amount) are applied within 365 days after in excess of the date first $20,000,000 of consideration received for all such Dispositions in the fiscal year in which such Disposition to either is consummated) is payable in cash or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, cash equivalents and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered notified the Agent prior to such Disposition that the Net Cash Proceeds thereof (without any reduction pursuant to clause (a)(v) of the definition of Net Cash Proceeds) shall be applied to prepay the outstanding Notes held by each holder Term Loans in accordance with Section 8.8 in an 2.11(d) or (B) the aggregate principal amount equal to such holder’s Pro Rata Amount value of the portion all assets disposed of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this subsection (p) (excluding Dispositions described in the preceding clause (hA)) in the same (x) during any fiscal year shall not exceed the greater of (A) $250,000,000 and (B) 10% of the consolidated tangible assets of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (and its Subsidiaries as measured on the last day of the then most recently ended beginning of such fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higherat the time of determination financial statements have not been delivered reflecting such amount, a proportionate amount as of the Disposition Value beginning of the property Disposed immediately preceding fiscal year) and (y) after the Effective Date shall not exceed the greater of in such Disposition(A) shall be counted towards $625,000,000 and included (B) 25% of the consolidated tangible assets of the Company and its Subsidiaries as reflected in the calculation set forth in clause (h) above, most recent financial statements delivered pursuant to Section 7.01(a); provided further that, in each case, immediately after giving effect to such Disposition, that no Default or Event of Default would exist under the foregoing clause (including under Sections 10.5, 10.6 and 10.8 as of x) or (y) shall result from any Disposition to the end of the most recently ended quarterly or annual fiscal period as if extent such Disposition occurred on was permitted by this Section 8.02(p) at the time such date)Disposition was made.

Disposition of Assets. The Company will not and will not No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to to, directly or indirectly make any Disposition (including as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 8.6), except: (a) Dispositions by constituting the Company to a Wholly-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition sale of obsolete or worn out property inventory and Hydrocarbons in the ordinary course of business; (b) Dispositions, for fair value, of (i) worn-out or obsolete equipment, (ii) equipment not necessary or useful to the conduct of the Loan Parties’ business or (iii) equipment that is replaced by equipment or personal property of at least comparable value and use; (c) Dispositions from (i) any Loan Party or any of its Restricted Subsidiaries to Borrower or any other Loan Party; provided that the requirements of Section 7.12 are then satisfied, (ii) from any Restricted Subsidiary that is not a Loan Party to any other Restricted Subsidiary that is not a Loan Party and (iii) from any Loan Party to any other Subsidiary that is not a Loan Party, so long as such Disposition constitutes an Investment permitted under Section 8.5; (d) Dispositions of cash and Cash Equivalents in connection with any transaction not prohibited under this Agreement; (e) the licensing or subwrite-licensing of intellectual property off, discount, sale or other general intangibles Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of businessbusiness and not undertaken as part of an accounts receivable financing transaction; (f) leases, subleases, licenses, Dispositions of equipment or sublicenses, in each case real property (other than Oil and Gas 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 reasonably promptly applied to the purchase price of such replacement property; (g) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business, which are business not sale-leaseback transactions and which do not interfering in any material respect with the ordinary conduct of or materially interfere with detracting from the value of the business of the Company Loan Parties and its their Restricted Subsidiaries, taken as a whole; (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (ih) the purchase abandonment or Disposition of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which intellectual property rights that are to be no longer used or useful in the business of the Company Loan Parties and their Restricted Subsidiaries; (i) Dispositions constituting Restricted Payments permitted under Section 8.4(a) or Investments permitted under Section 8.5; (j) Dispositions consisting of any compulsory pooling or unitization ordered by a SubsidiaryGovernmental Authority with jurisdiction over Borrower’s or any of its Restricted Subsidiaries’ or any of the other Loan Parties’ Oil and Gas Properties; (k) subject to Section 2.8(g), and/orDispositions of Proved Oil and Gas Properties (including (x) any Equity Interest of any Loan Party or Restricted Subsidiary that owns Proved Oil and Gas Properties that are included in the most recent Reserve Report and (y) as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 8.6); provided that: (i) no Event of Default shall have occurred and be continuing or would result therefrom, both before and after giving effect thereto; (ii) the permanent repayment or prepayment of unsubordinated Indebtedness at least 75% of the Company or a Subsidiary (other than Indebtedness owing consideration received in respect to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied shall be in the form of (A) cash, Cash Equivalents or offered the release or assumption of environmental or other liabilities related to be applied pursuant to this clause any Oil and Gas Properties Disposed of in connection therewith and/or (g)(ii)B) other Proved Oil and Gas Properties; and (hiii) other Dispositions not otherwise permitted the consideration received shall be equal to or greater than the fair market value thereof (as reasonably determined by clauses a Responsible Officer of Borrower and if requested by Administrative Agent, Borrower shall deliver a certificate of a Responsible Officer of Borrower certifying to that effect); (al) through Farmouts of undeveloped acreage or undrilled ▇▇▇▇▇ and assignments in connection with such Farmouts; (gm) above, to the extent the higher of the Net Proceeds of such Disposition and any Asset Swaps; (n) the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds Oil and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds Gas Properties that are not Proved Oil and Gas Properties; (o) terminations of Hedging Agreements, so applied long as the Borrower remains in accordance compliance with Sections 7.15 and 8.16 after giving effect to any such clause termination; (gp) Casualty Events; (or, if higher, a proportionate amount q) Dispositions of the Disposition Value Equity Interests of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) aboveUnrestricted Subsidiaries; provided, provided further that, in each case, (i) immediately before and after giving effect to such Disposition, no Default or Event of Default would exist shall have occurred and be continuing, and (including under Sections 10.5, 10.6 ii) such Disposition shall be for fair market value and 10.8 on arm’s length terms (in each case as determined in good faith by the senior management of the end Borrower); and (r) other Dispositions (other than Dispositions of Proved Oil and Gas Properties) in an aggregate amount for any fiscal year not to exceed at the time made, together with any other Dispositions made pursuant to this clause (r) in such fiscal year, an amount equal to the greater of (i) $1,250,000 and (ii) 2.5% of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)Borrowing Base then in effect.

Disposition of Assets. The Company will Obligors shall not Dispose of (whether in one or a series of transactions) any property (including accounts and will not permit notes receivable with or without recourse and Capital Stock of any of its Subsidiaries to make any Disposition Subsidiary whether newly issued or otherwise), except: (a) (i) Dispositions of inventory and equipment in the ordinary course of business, (ii) Dispositions of cash and Cash Equivalents and (iii) Dispositions of assets obtained through foreclosure or otherwise through the exercise of remedies in respect of obligations owed by a third party to the Parent or any of its Subsidiaries or otherwise in respect of mortgage loans insured by the Company to a Wholly-Owned SubsidiaryParent or any of its Subsidiaries; (b) Dispositions by a Wholly-Owned Subsidiary the sale of property to the Company extent that such property is exchanged for credit against the purchase price of replacement property or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement property; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company Parent or any Subsidiaryof the Borrowers of Investments permitted under this Agreement, in each case, consistent with the investment policy of the Parent or such Borrower in effect from time to time, as the case may be; (d) Dispositions by the Disposition of obsolete Parent or any Borrower to the Parent or any Borrower; (e) Dispositions by the Parent or the Borrowers in connection with a Specified Stock Buyback; (f) obsolete, surplus or worn out property disposed of by the Parent or any Borrower in the ordinary course of businessbusiness of the Parent and such ▇▇▇▇▇▇▇▇; (eg) the licensing transfers resulting from any casualty or sub-licensing condemnation or expropriation of property or assets; (h) licenses or sublicenses of intellectual property or other and general intangibles and licenses, leases or subleases of other property (A) in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in business of the ordinary course of business, which are not sale-leaseback transactions Parent and any Borrower and which do not materially interfere with the business of the Company Parent or any Borrower or (B) pursuant to Section 4.14 of the Aurora Transaction Agreements; (i) Dispositions consisting of (A) any transaction permitted by Section 7.05 (other than Section 7.05(a)(i)), (B) the making of any Investments permitted by Section 7.07, (C) the creation, incurrence or assumption of any Lien permitted under Section 7.02, and (D) the making of any Restricted Payments permitted by Section 7.06; (j) issuances of Capital Stock pursuant to and in accordance with equity compensation plans or programs and other benefit and compensation plans, programs or agreements for directors, officers, employees, managers or consultants of the Parent and its Subsidiaries, taken as a whole; (gk) the sale, discount, forgiveness or other compromise of notes or other accounts in the ordinary course of business or in connection with collection thereof; (l) issuances of Capital Stock (i) by the Parent or (ii) by a Borrower to the Parent; (m) Dispositions not otherwise permitted hereunder; provided that (x) the consideration received for the applicable assets shall be in an amount at least equal to the fair market value thereof (as determined by the Borrower Representative in good faith by a Responsible Officer faith), (y) at least 75% of the Companypurchase price for the applicable assets shall be paid to the Parent or a Borrower (as applicable) in cash or Cash Equivalents and (z) the Net Proceeds of any such Disposition to the extent constituting an Asset Sale are applied in accordance with Section 2.06(d)(ii) to the extent that Net Proceeds required by such Section and within the time periods set forth therein; (n) sale and lease back transactions in respect of such Disposition (or an equal amount) are applied any property acquired after the Closing Date, and consummated within 365 days after the date acquisition of such Disposition property; (o) Dispositions of Investments in joint ventures to either the extent required by, or both (without duplication) of: made pursuant to (i) customary buy/sell arrangements between, the purchase joint venture parties set forth in joint venture arrangements and similar binding arrangements or (ii) any other arrangement permitted pursuant to Section 7.07(p); (p) Dispositions of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, property to the extent permitted by that (i) such property is exchanged for credit against the other terms purchase price of this Agreement, capital expenditures, acquisitions of shares similar replacement property or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds proceeds of such Disposition being are promptly applied to the purchase price of such replacement property; (q) Dispositions required by, or offered made to be applied comply with any order of, any Governmental Authority or pursuant to this clause any applicable Requirement of Law; (g)(ii)r) other Dispositions for consideration not in excess of $5,000,000; and (hs) other Dispositions not otherwise permitted by clauses (a) through (g) above, the Disposition of AAC and its subsidiaries pursuant to the extent the higher of Aurora Transaction Agreements; provided that the Net Proceeds of such from any Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (hSection 7.03(s) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (gSection 2.06(d)(ii) abovewithin the time limit set forth therein. Upon consummation of a sale, only transfer or other Disposition permitted under this Section 7.03, any Liens created under the portion Security Documents in respect of the Net Proceeds that are not so applied assets Disposed of shall be automatically released and the Agent shall (to the extent applicable) deliver to the Borrower Representative, upon the Borrower Representative’s request and at the Borrower Representative’s expense in accordance with Section 11.04, such clause (g) (ordocumentation as necessary to evidence the release of the Agent’s security interests, if higherany, a proportionate amount in the assets being Disposed of, including amendments or terminations of Uniform Commercial Code or UK Companies House financing statements, if any, the Disposition Value return of stock certificates, if any, and the property release of any Subsidiary being Disposed of in its entirety from all of its obligations, if any, under the Loan Documents; provided that the Borrower Representative shall have provided to the Agent such Disposition) certificates evidencing compliance with the Loan Documents as the Agent shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)reasonably request.

Disposition of Assets. The Company No Borrower will not directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of related transactions) any property (including accounts and will not permit notes receivable, with or without recourse) or enter into any agreement to do any of its Subsidiaries to make any Disposition the foregoing, except: (a) Dispositions by the Company to a Whollydispositions of inventory, or used, worn-Owned Subsidiary; (b) Dispositions by a Wholly-Owned Subsidiary to the Company out or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition of obsolete or worn out property surplus equipment, all in the ordinary course of business; (eb) the licensing sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of other equipment used in connection with the Borrower’s business, or subthe proceeds of such sale are applied with reasonable promptness to the purchase price of such other equipment; (c) sales or transfers of any property of a Borrower to another Borrower that is a direct or indirect wholly-licensing owned Subsidiary of intellectual property D▇▇▇▇ Media; (d) the sale or other general intangibles discount, in each case without recourse and in the ordinary course of business, of delinquent accounts and notes receivable arising in the ordinary course of business, but only in connection with the good faith compromise or collection thereof and not as part of any financing transaction; (e) the lease or sublease in the ordinary course of business of a non-material portion of its property or assets to any other Person, to the extent such lease or sublease, as the case may be, does not and could not reasonably be expected to interfere in any material respect with the business of any Borrower and any interest or title of a lessor or sublessor under any lease (whether a Capitalized Lease or an operating lease) permitted by this Agreement; (f) leasesthe sale of Investments permitted pursuant to Sections 6.12(c), subleases(d), licenses(e), or sublicenses(f) and (g), in each case in the ordinary course of business, which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole;; and (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer other dispositions of the Company) to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance property with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions net book value not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same exceeding $5,000,000 per fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such date)year.

Disposition of Assets. The Company will not shall not, and will shall not permit any other Loan Party to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of its Subsidiaries (whether in one or a series of transactions) any property, including accounts and notes receivable, with or without recourse, and the stock or other equity interests in any Subsidiary (each, a “Disposition”), or enter into any agreement to make do any Disposition of the foregoing, except: (a) Dispositions by of inventory in the Company to a Whollyordinary course of business and dispositions of used, worn-Owned Subsidiaryout, obsolete or surplus equipment or other assets; (b) Dispositions by a Wholly-Owned Subsidiary of equipment to the Company extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment or another Wholly-Owned Subsidiarythe proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) Dispositions that are not otherwise permitted under this Section 8.02 to the extent that proceeds from such dispositions are either (i) reinvested by the Company or such Subsidiary in similar property within 180 days of such disposition (or within 210 days of such disposition if the Company or such Subsidiary has entered into a nonlegal, valid and binding contract to reinvest such proceeds within such 180-day period) or (ii) applied towards the purchase price of an Acquisition otherwise permitted pursuant to the provisions of this Agreement within 180 days of such disposition; (d) Dispositions between and among the Company and its Wholly-Owned Subsidiaries, Dispositions from any other Subsidiary to the Company or a Wholly-Owned Subsidiary and Dispositions permitted by Section 8.03; (e) Dispositions of accounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted Securitization; (f) sale/leaseback transactions involving an aggregate consideration not to exceed $50,000,000 after the date hereof; (g) the transfer of Lease Assets solely in connection with Leasing Transactions; (h) Dispositions that are not otherwise permitted in this Section 8.02 and which are of property located outside of the United States; (i) Dispositions of cash equivalents or short-term marketable securities; (j) the granting of non-exclusive licenses of patents, trademarks and copyrights by the Company or any Subsidiary; (dk) the Disposition of obsolete or worn out property Dispositions identified on Schedule 8.02; (l) sales at a discount in the ordinary course of business;business of accounts receivable arising out of sales by the Company or its Domestic Subsidiaries to Persons domiciled outside of the United States; and (em) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (f) leases, subleases, licenses, or sublicenses, in each case in the ordinary course of business, Dispositions not otherwise permitted hereunder which are not sale-leaseback transactions and which do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (g) Dispositions made for at least fair market value (as determined in good faith by a Responsible Officer of the Company) to the extent value; provided that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) at the purchase time of current assets any Disposition, no Event of a similar nature to those Disposed of, Default shall exist or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, shall result from such Disposition and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment aggregate value of unsubordinated Indebtedness all assets so disposed of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (hx) in the same during any fiscal year shall not exceed 15% of the total tangible assets of the Company in which and its consolidated Subsidiaries as of the beginning of such Disposition is made, does fiscal year and (y) after the Effective Date shall not exceed an amount equal to 1035% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year total tangible assets of the Company with respect to which and its consolidated Subsidiaries as reflected in the most recent financial statements have been delivered pursuant to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation set forth in clause (h) above, provided further that, in each case, immediately after giving effect to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 as of the end of the most recently ended quarterly or annual fiscal period as if such Disposition occurred on such dateSection 7.01(a).

Disposition of Assets. The Company will not shall not, and will shall not permit any of its Subsidiaries to, sell (including, without limitation, in any sale and leaseback transaction), assign, transfer, lease, convey or otherwise dispose of any properties or assets (including any Capital Stock or other Equity Interest), whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to make any Disposition except: do so, other than pursuant to a sale, assignment, transfer, lease, conveyance or other disposition (ai) Dispositions upon foreclosure on the Yen Royalty Financing Collateral by the Company to a Wholly-Owned Subsidiary; Yen Royalty Lender; (bii) Dispositions by a Wholly-Owned Subsidiary to the Company or another Wholly-Owned Subsidiary; (c) Dispositions by a non-Wholly-Owned Subsidiary to the Company or any Subsidiary; (d) the Disposition constituting sales of obsolete or worn out property inventory and transactions with franchisees occurring in the ordinary course of business; (e) ; provided, however, that neither the licensing or sub-licensing Company nor any of intellectual property or other general intangibles in the ordinary course of business; (f) leasesits Subsidiaries shall sell, subleases, licensesassign, or sublicenses, otherwise transfer any interest in each case accounts receivable except in the ordinary course connection with a disposition of business, which are not sale-leaseback transactions and which do not materially interfere with the any business of the Company and its Subsidiaries, taken unit as a whole; going concern (g) Dispositions for at least fair market value (as determined in good faith by a Responsible Officer of the Company) but subject to the extent that Net Proceeds of such Disposition (or an equal amount) are applied within 365 days after the date of such Disposition to either or both (without duplication) of: (i) the purchase of current assets of a similar nature to those Disposed of, or the purchase, acquisition, development, redevelopment or construction of non-current assets (including, for the avoidance of doubt, to the extent permitted by the other terms of this Agreement, capital expenditures, acquisitions of shares or any other form of interest in a company or other entity, acquisitions of assets, and other investments (including signing payments, retention payments or other payments to anticipated Affiliates or employees, but excluding any such payments made by virtue of a repurchase of equity interests or a dividend on equity interests)) which are to be used or useful in the business of the Company or a Subsidiary, and/or (ii) the permanent repayment or prepayment of unsubordinated Indebtedness of the Company or a Subsidiary (other than Indebtedness owing to the Company, any Subsidiary or any Affiliate), provided that the Company has offered to prepay the outstanding Notes held by each holder in accordance with Section 8.8 in an aggregate principal amount equal to such holder’s Pro Rata Amount of the portion of the Net Proceeds of such Disposition being applied or offered to be applied pursuant to this clause (g)(ii); and (h) other Dispositions not otherwise permitted by clauses (a) through (g) above, to the extent the higher of the Net Proceeds of such Disposition and the Disposition Value of the property Disposed of in such Disposition, when aggregated with the higher of the Net Proceeds and the Disposition Value with respect to all other Dispositions made by the Company and its Subsidiaries pursuant to this clause (h) in the same fiscal year of the Company in which such Disposition is made, does not exceed an amount equal to 10% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements have been delivered to the holders), provided that, in the event that some, but not all, of the Net Proceeds of a Disposition are applied in accordance with clause (g) above, only the portion of the Net Proceeds that are not so applied in accordance with such clause (g) (or, if higher, a proportionate amount of the Disposition Value of the property Disposed of in such Disposition) shall be counted towards and included in the calculation limitation set forth in clause (h) above, provided further that, in each case, immediately after giving effect below); (iii) constituting leases or sub-leases of real property pursuant to such Disposition, no Default or Event of Default would exist (including under Sections 10.5, 10.6 and 10.8 that certain Master Lease Agreement dated as of October 3, 1996 between the end Company and AT&T Wireless Services, Inc.; (iv) involving sales of Equity Interests in VCOM; (v) involving the Capital Stock of any Subsidiary required under applicable law to qualify directors of such Subsidiary; (vi) from any Subsidiary of the most recently ended quarterly Company to the Company or annual fiscal period any Subsidiary Guarantor; (vii) in connection with the Master Lease Facilities; (viii) from the Company or any Subsidiary Guarantor to any Subsidiary of the Company which is not then a party to the Subsidiary Guaranty to the extent the disposition, if made as if such Disposition occurred on such datean Investment, would be permitted by Section 8.04(b); and (ix) dispositions not covered by subsections (i) through (ix) above (including, without limitation, any insurance proceeds or a condemnation award with respect to property with respect to which the Company does not restore or replace the property damaged, lost or taken) involving assets with an aggregate net book value not to exceed an amount equal to ten percent (10%) of the consolidated total assets of the Company and its Subsidiaries as of December 31, 1999.