Common use of Disposition of Assets Clause in Contracts

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each Borrower agrees that it Without the prior written consent of the requisite Banks pursuant to Section 10.01, the Co-Borrowers shall not not, nor shall the Co-Borrowers suffer or permit any Disposition of their Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise Dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, exceptexcept for: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assetsworn-out, properties obsolete or businesses by surplus automobiles and/or equipment or the Company Disposition of automobiles and/or equipment no longer used or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only useful in the ordinary course business of businessany Co-Borrower; (c) Dispositions of Equipment account receivables to the insurer of such account receivables to the extent that one or more Co-Borrowers has account receivables insurance covering certain account receivables, subsequently makes a claim under such insurance, and other property which is obsolete, worn out or no longer used in or useful to the insurer of such Person’s business, all in the ordinary course of businessaccount receivables requires such assignment; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation;between Loan Parties; and (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) not including Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value described in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.4above) in a cumulative amount not to exceed $10,000,000.00 in the aggregate or $5,000,000.00 for any transaction during any twelve (12) month period; provided, provided that the proceeds realized from (i) such Disposition is made for fair market value, (ii) before and immediately after giving effect to such Disposition, no Default or Event of Default has occurred and is continuing and (iii) before and immediately after giving effect to such Disposition, the Co-Borrowers are in any applicable year pro forma compliance with the financial covenants in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsSection 7.09.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c)10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a “Disposition”) (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse, and the sale of the stock or other equity interests of any Subsidiary) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles inventory, or used, worn-out, obsolete or surplus equipment and other Inventory assets, all in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other property which is obsoletedisputes with, worn out or no longer used in or useful to such Person’s business, all customers and suppliers arising in the ordinary course of business; (d) Dispositions occurring as of assets between and among the Company and its Wholly-Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company; provided that at the time of any such Disposition, no Default or Event of Default shall exist or shall result of a casualty event, condemnation or expropriationafter giving effect to such Disposition; (e) Dispositions pursuant of accounts receivable, lease receivables and other rights to Qualified Sale/Leaseback payment, and assets related thereto, in connection with Securitization Transactions; (f) Dispositions grants of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value non-exclusive licenses in the ordinary course of business;intellectual property; and (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses hereunder which are made for fair market value; provided that (ai) through (g) at the time of this Section 10.4; providedany such Disposition, that the proceeds realized from no Default or Event of Default shall exist or shall result after giving effect to such Disposition and (ii) the aggregate consideration for all assets sold or otherwise disposed of by the Company and its Subsidiaries, together, shall not exceed (x) in any applicable fiscal year in excess 15% of ten percent (10%) of the tangible assets of the Company Consolidated Total Assets as of the beginning of such fiscal year are either reinvested within one or (1y) year in similar assets or used to repay senior Indebtedness during the term of this Agreement, 35% of Consolidated Total Assets as of the Company after satisfaction of any currently due Obligationsfiscal quarter most recently ended prior to the Closing Date.

Disposition of Assets. Each Borrower agrees that No Credit Party shall, nor shall it shall not permit any of its Restricted Subsidiaries to, make a Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptother than: (a) Dispositions Disposition by any Restricted Entity of Motor Vehicles any of its Properties to any Credit Party; provided that, at the reasonable request of the Administrative Agent, the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other Inventory related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (b) Disposition by any Restricted Entity that is not a Credit Party of any of its Properties to any other Restricted Entity that is not a Credit Party; provided that, if such Property is an Equity Interest that is Collateral or otherwise required to be Collateral under Section 5.7, then at the reasonable request of the Administrative Agent, the receiving Restricted Entity (other than a Foreign Subsidiary) shall ratify, grant and confirm the Liens on such Equity Interest (and any other related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (c) Sale of inventory in the ordinary course of business; (b) Dispositions business and Disposition of assets, properties cash or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all Liquid Investments in the ordinary course of business; (d) Dispositions occurring Disposition of worn out, obsolete or surplus property in the ordinary course of business and the abandonment or other Disposition of patents, trademarks and copyrights that, in the reasonable judgment of Borrower and its Subsidiaries, should be replaced or are no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as the result of a casualty event, condemnation or expropriationwhole; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsmergers and consolidations in compliance with Section 6.7(a); (f) Dispositions Permitted Investments; (g) assignments and licenses of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value patents, trademarks or copyrights of any Restricted Entity in the ordinary course of business; (gh) Disposition of any assets required under Legal Requirements; (i) Dispositions as permitted of equipment in Section 10.3(c)the ordinary course of business the proceeds of which are reinvested in the acquisition of equipment of comparable value and type within 90 days and on which the Administrative Agent has an Acceptable Security Interest; (j) Dispositions of Equity Interests in a Joint Venture or Unrestricted Subsidiary; (k) leases of real or personal property in the ordinary course of business; and (hl) Dispositions in any year Disposition of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company Properties not otherwise permitted by under the preceding clauses (a) through (g) of this Section 10.46.8; providedprovided that, that such Disposition, taken together with all such other Dispositions completed since the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) Effective Date, does not exceed 5% of the tangible assets of Tangible Net Assets in the Company as of aggregate and calculated at the beginning time of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationssubject Disposition.

Disposition of Assets. Each From and after the Closing Date, the Parent Borrower agrees that it shall not, and shall not suffer or permit any Disposition of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise Dispose of (whether in one or a series of related transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doProperty, except: : (a) (i) Dispositions of Motor Vehicles inventory, or worn-out, obsolete or surplus equipment and other Inventory tangible fixed assets, in each case in the ordinary course Ordinary Course of business; Business, and (ii) Dispositions of other property that is immaterial and no longer used or useful in the conduct of the business of the Parent Borrower and its Restricted Subsidiaries (including, without limitation, (x) Dispositions of any Property acquired in connection with a Permitted Acquisition that the Parent Borrower determines is or will not be useful or necessary in the conduct of the business of the Parent Borrower and its Restricted Subsidiaries, (y) Dispositions of Intellectual Property (including allowing registered Intellectual Property to lapse or be abandoned), the Disposition of which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (z) allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse, expire or be abandoned); (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries assets for Fair Market Value; provided that (i) with respect to any other Subsidiary Disposition pursuant to this subsection 5.2(b) for a purchase price in excess of the greater of (x) $40,000,000 and (y) 10.0% of Consolidated EBITDA (determined for the Test Period then most recently ended before the effective date of any binding agreement regarding such Disposition that sets forth the amount of such Designated Non-Cash Consideration or, if no such binding agreement exists, for the Test Period most recently ended before the receipt of such Designated Non-Cash Consideration), not less than 75% of the aggregate consideration from such Disposition shall be paid in cash or to the Company; Cash Equivalents (provided, however, that, for the purposes of this clause (i), (A) any liabilities (as shown on the most recent balance sheet of the Parent Borrower provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than Dispositions liabilities that are by their terms subordinated in right of payment to newly created Subsidiaries which become Borrowers the Obligations, that are assumed by the transferee with respect to the applicable Disposition shall be deemed to be cash, (B) any securities received by the Parent Borrower or such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 270 days following the closing of the applicable Disposition shall be deemed to be cash or Cash Equivalents, (C) any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in respect of the applicable Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is outstanding at the time such Designated Non-Cash Consideration is received, not in excess of the greater of (x) $60,000,000 and (y) 15.0% of Consolidated EBITDA (determined for purposes the Test Period then most recently ended before the effective date of complying with Dealer/Manufacturer Agreements, any binding agreement regarding such Disposition made that sets forth the amount of such Designated Non-Cash Consideration or, if no such binding agreement exists, for the Test Period most recent ended before the receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured on the effective date of any binding agreement regarding such Disposition that sets forth the amount of such Designated Non-Cash Consideration or, if no such binding agreement exists, at the time received and, in any case, without giving effect to a Ford Borrower or a GM Borrower subsequent changes in value, shall be made on an arms-length basis for fair market value for deemed to be cash or Cash Equivalents) and only (D) the 75% limitation referred to above shall be deemed satisfied with respect to any Disposition of assets in which the cash or Cash (i) collection of Accounts in the ordinary course Ordinary Course of business; Business, (cii) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all Cash Equivalents in the ordinary course Ordinary Course of business; Business, (iii) conversions of Cash Equivalents and the Investments listed in Section 5.4(g)(i), into cash or other Cash Equivalents; and (iv) conversions of the long-term Investments referred to in Section 5.4(g) (and any gains thereon realized or accruing after the Closing Date) into other long-term Investments listed in Section 5.4(g)(i) or into cash or other Cash Equivalents; (d) Dispositions occurring as the result cross-licensing, sublicensing or licensing of a casualty event, condemnation or expropriation; Intellectual Property in the Ordinary Course of Business and the non-exclusive licensing of Intellectual Property in the Ordinary Course of Business; (e) Dispositions pursuant the substantially contemporaneous exchange of Property for Property of a like or similar kind (other than as set forth in subsection 5.2(d)), to Qualified Sale/Leaseback Transactions; the extent that the Property (together with any cash or Cash Equivalents) received in such exchange is of a value substantially equivalent to or greater than the value of the Property exchanged as determined in good faith by the Parent Borrower; (f) Dispositions of chattel paper restricted, and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; permitted, by Section 5.3; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of Motor Vehicles assets, other than (i) the sale of Investments permitted pursuant to Section 9.3 hereof, (ii) leases of assets in the ordinary course of business consistent with past practices, (iii) in connection with a substitution pursuant to the Contribution and other Inventory Sale Agreement, (iv) sales of Containers to Persons that are not Sanctioned Persons for Net Cash Sales Proceeds of not less than the sum of the then Net Book Values or Net Present Value of Direct Finance Lease Receivables, as the case may be, of the Containers and/or Leases to be sold, regardless of whether such sales are considered to have been made in the ordinary course of business; , (bv) Dispositions so long as an Early Amortization Event or Event of assetsDefault is not then continuing or would result from such sale of Containers and/or Leases, properties or businesses by the Company or any sales of its Subsidiaries to any other Subsidiary or to the Company; providedContainers and/or Leases, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; business (cincluding any such sales resulting from the sell/repair decision of the Manager) Dispositions to Persons that are not Sanctioned Persons regardless of Equipment and other property which is obsoletethe amount of Net Cash Sales Proceeds realized therefrom, worn out (vi) in connection with a sale to a Lessee or no longer used in or useful its designee pursuant to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result terms of a casualty eventDirect Finance Lease, condemnation (vii) sales of obsolete or expropriation; irreparably damaged Containers to Persons that are not Sanctioned Persons, or (eviii) Dispositions pursuant if an Early Amortization Event shall have occurred and be continuing, sales of Containers to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to unaffiliated third parties pursuant to (that are not Sanctioned Persons) in bonafide arm’s length transactions for fair value in within the ordinary normal course of business; (g) Dispositions business for Net Cash Sales Proceeds not less than the sum of the Net Book Value or Net Present Value of Direct Finance Lease Receivables, as permitted in Section 10.3(c); and (h) Dispositions in any year the case may be, of other property, assets such Containers (including capital stock of its Subsidiaries and Affiliates) or businesses any such sales resulting from the sell/repair decision of the Company Manager), so long as (i) the sum of the Net Book Values or Net Present Value of Direct Finance Lease Receivables, as the case may be, of all such Containers shall not otherwise permitted by clauses exceed an amount equal to (aA) through (g) of this Section 10.4; providedduring any calendar year, that the proceeds realized from such Disposition in any applicable year in excess of an amount equal to ten percent (1010)%, and (B) on a cumulative basis, an amount equal to twenty-five percent (25%), applied in each case to the Borrowing Base in effect on the date on which such Early Amortization Event initially occurred. (b) The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of all, or substantially all, of the tangible assets of the Company as of the beginning of Containers subject to a Direct Finance Lease unless, immediately after giving effect to such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationstransaction, no Borrowing Base Deficiency would then exist.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition Sell, assign, license, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing (including any agreement to statutorily divide), except: : (a) Dispositions dispositions of Motor Vehicles and other Inventory in the ordinary course Ordinary Course of business; Business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries dispositions from a Credit Party to any other Subsidiary or to the Companyanother Credit Party; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions to the extent expressly permitted by Section 8.4 or Section 8.5; (d) non-exclusive licenses or sublicenses of Equipment and 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 Governmental 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 property which is obsoletefixed assets to the extent such machinery, worn out equipment or no longer used in other fixed assets are exchanged for credit against the purchase price of similar replacement machinery, equipment or useful other fixed assets, or the proceeds of such dispositions are reasonably promptly applied to such Person’s businessthe purchase price of similar replacement machinery, equipment or other fixed assets, all in the ordinary course Ordinary Course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c)Business; and (h) Dispositions sales of real property in connection with Treehouse REIT Transactions; (i) dispositions of immaterial, obsolete or worn-out Property in the Ordinary Course of Business; (j) dispositions of any year of other property, assets (including capital stock any Cannabis Licenses) acquired in the PharmaCann Transaction to the extent such disposition is deemed necessary by Borrowers in order to comply with applicable Governmental Authority approvals, provided that (i) Borrowers notify the Holders in writing no less than five (5) Business Days prior to such disposition, and (ii) the Credit Parties dispose of such assets for cash consideration; and (k) dispositions of other property in any fiscal year (together with all other property disposed of that year) so long as, with respect to dispositions permitted under this clause (k) only: (A) no Event of Default exists or would result from such disposition; (B) with respect to each such disposition, the total consideration received by the Credit Party or the Subsidiary for such property shall have a fair market value not exceeding $25,000,000; and (C) the Company has notified the Holders in writing of its Subsidiaries and Affiliatesintended use of cash consideration received with respect to such disposition, which may include either funding an Investment permitted hereunder within twelve (12) months after receipt thereof (the “Reinvestment Period”) or businesses a prepayment of the Company not otherwise permitted by clauses Obligations, which prepayment shall in any event be subject to all prepayment premiums or fees set forth in the Notes (a) through (g) of and provided further, if the Credit Parties fail to fund an Investment within the Reinvestment Period, the Credit Parties shall make a prepayment under the Notes in an amount equal to such cash consideration). The restrictions contained in this Section 10.4; provided, that the proceeds realized from such Disposition in 8.3 shall not apply with respect to any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets Excluded JV Subsidiary or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsImmaterial Subsidiary.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; Company provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s arms length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c)10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each Borrower agrees that it shall The Company will not, and will not permit any Disposition (whether in one Restricted Subsidiary to, sell, lease, assign, transfer, or a series of transactions) otherwise dispose of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doof its assets, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions dispositions of assetsproperty, properties whether now owned or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; providedhereafter acquired, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or otherwise no longer used useful in the conduct of the business of the Company and its Restricted Subsidiaries; (c) sales or useful to such Person’s businessother dispositions of cash or Cash Equivalents; (d) sales, all leases or other dispositions of property between or among the Company and its Restricted Subsidiaries; (e) leases, subleases, licenses or sublicenses of property in the ordinary course of business; (d) Dispositions occurring as business and which leases, subleases, licenses or sublicenses do not materially interfere with the result business of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsthe Company and its Restricted Subsidiaries; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value sales or discounts in the ordinary course of businessbusiness consistent with past practice of accounts receivable in connection with the collection or compromise thereof; (g) Dispositions as sales, leases and disposition of property the proceeds of which are applied to the acquisition of replacement property; (h) transfers of property resulting from casualty or condemnation proceedings; (i) sales of any assets in connection with any sale-leaseback, synthetic lease or similar transaction entered into within 180 days of the acquisition of such capital asset for the purpose of providing permanent financing of such capital asset; (j) the issuance of capital stock or other equity interests by a Restricted Subsidiary to the Company or any other Restricted Subsidiary; (k) Restricted Payments or Investments that are otherwise permitted in under Section 10.3(c)9.4 or 9.5, respectively; (l) any single transaction or series of related transactions that involves assets having a fair market value of less than $1,000,000, provided that no Event of Default shall have occurred and be continuing; and (hm) Dispositions in any year dispositions of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of property by the Company and its Restricted Subsidiaries not otherwise permitted by clauses (a) through (g) of under this Section 10.4; provided9.7, that if the proceeds realized from Company or its Restricted Subsidiary, as applicable, receives consideration at the time of such Disposition in any applicable year in excess of ten percent (10%) disposition at least equal to the fair market value of the tangible assets property disposed of and at least 75% of the Company as consideration received therefore is in the form of the beginning of such year are either reinvested within one (1) year in similar cash, Cash Equivalents, replacement assets or used to repay senior Indebtedness a combination thereof, provided that no Event of the Company after satisfaction of any currently due ObligationsDefault shall have occurred and be continuing.

Disposition of Assets. Each Borrower agrees that No Loan Party shall, nor shall it shall not permit any Disposition (whether in one of its Subsidiaries to, directly or a series of transactions) of indirectly make any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doDisposition, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions Dispositions, for fair value, of assets, properties worn-out or businesses by the Company obsolete equipment not necessary or any of its Subsidiaries to any other Subsidiary or useful to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes conduct of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of Loan Parties’ business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful from any Loan Party to such Person’s business, all in the ordinary course of businessBorrower; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationcash and Cash Equivalents in connection with any transaction not prohibited under this Agreement; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsthe write-off, discount, sale or other Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction; (f) Dispositions non-exclusive licenses and sublicenses of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value intellectual property rights in the ordinary course of businessbusiness not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Loan Parties and their Subsidiaries; (g) Dispositions as permitted the abandonment or Disposition of intellectual property rights that are no longer used or useful in Section 10.3(c); andthe business of the Loan Parties and their Subsidiaries; (h) Dispositions in of Property resulting from any year casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, such Property; (i) Dispositions constituting Restricted Payments permitted under Section 7.4 or investments permitted under Section 7.5; or (j) other propertyDispositions of Property (other than Accounts, assets (including capital stock of its Subsidiaries and AffiliatesInventory or material Intellectual Property) or businesses of the Company not otherwise permitted under this Section 7.8; provided that the aggregate fair market value (as reasonably determined by clauses (a) through (gthe Borrower in good faith) of all Property Disposed of pursuant to this Section 10.4; provided, that the proceeds realized from such Disposition clause (j) in any applicable year in excess twelve month period shall not exceed the greater of ten percent (10%i) $[***] or (ii) [***]% of the tangible assets of Line Cap (determined based on the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsmost recently delivered Borrowing Base Certificate).

Disposition of Assets. Each Borrower agrees that it shall 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 properties or assets unless, after giving effect to such proposed Disposition, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the assets subject to such Disposition shall be sold for consideration not less than the fair market value of such assets, (iii) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition (whether in one or the “Disposition Date”) does not exceed 15 % of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to the Disposition Date and (iv) the aggregate book value of all assets that were the subject of a series Disposition during the period commencing as of transactions) December 31 , 2014 2021 through the applicable Disposition Date does not exceed 25 % of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to such Disposition Date . Any Disposition of shares of stock of any property or 43 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5 Subsidiary shall, for purposes of this Section, be valued at an amount that bears the same proportion to the total assets (including Accountsof such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary . Notwithstanding the foregoing, notes receivable, and/or chattel paper, with or without recourse) or enter the following Dispositions shall not be taken into any agreement so to do, except: account under this Section 10 . 9 : (a) Dispositions any Disposition pursuant to a transaction consummated in accordance with Section 10 . 2 ; (b) any Disposition of Motor Vehicles and other Inventory inventory, equipment, fixtures, supplies or materials made in the ordinary course of business; business at fair value ; (bc) Dispositions any Disposition by a Guarantor to the Company or another Guarantor, or by any other Subsidiary to the Company or another Subsidiary ; (d) dispositions of shares in a Subsidiary, including a Wholly - Owned Subsidiary, to existing or new minority shareholders of such Subsidiary in the ordinary course of business in connection with an acquisition of Persons previously owned by such shareholders or in connection with incentive compensation arrangements ; and (e) any Disposition the Net Proceeds of which are applied within 365 days of the related Disposition Date to either (A) the acquisition by the Company or such Subsidiary, as the case may be, of operating assets of at least equivalent value to the assets which are the subject of such Disposition (it being understood that “operating assets” shall not include cash or cash equivalents) or (B) the redemption or repayment by the Company or such Subsidiary, properties as the case may be, of the Notes pursuant to an offer to make a prepayment or businesses by redemption of Indebtedness pursuant to Section 8 . 4 (a) and of any Indebtedness ranking pari passu with the Notes (other than any such Indebtedness owing to the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, Affiliates and any such Disposition made to a Ford Borrower Indebtedness in respect of any revolving credit or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in similar facility providing the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out Company or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliateswith the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with repayment of such Indebtedness the availability of credit under such credit facility is permanently reduced by an amount no less than the amount of such repayment) . (To the extent that one or businesses of more holders do not accept the Disposition Prepayment Offers or Secondary Disposition Prepayment Offers provided for in Section 8 . 4 (a), the aggregate amount specified in such offers (without duplication) shall be applied by the Company or such Subsidiary to the redemption or prepayment of other such Indebtedness ranking pari passu with the Notes, if any, within such 365 day period . ) 10.10. Terrorism Sanction Regulations. The Company will not otherwise permitted by clauses and will not permit any Controlled Entity (a) through to become (gincluding by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) of this Section 10.4; provideddirectly or indirectly to have any investment in or engage in any dealing or transaction (including, that without limitation, any investment, dealing or transaction involving the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of Notes) with any Person if such year are either reinvested within one investment, dealing or transaction (1i) year would cause any holder to be in similar assets or used to repay senior Indebtedness of the Company after satisfaction violation of any currently due Obligations.law or regulation applicable to such holder, or (ii) is 44 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5

Disposition of Assets. Each of Parent and Borrower agrees that it shall not permit any Disposition (whether in one not, and shall cause its Subsidiaries to not, directly or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or indirectly enter into any agreement so to dosell, exceptassign, farm-out, convey, exchange or otherwise transfer (each a “Disposition”) any asset or in the case of any Subsidiary, issue or sell any shares of such Subsidiary’ Equity Interests to any Person except for: (a) Dispositions the sale of Motor Vehicles and other Inventory hydrocarbons in the ordinary course of business; farmouts of undeveloped acreage and assignments in connection with such farmouts; (b) Dispositions if no Default, Event of assetsDefault or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, properties or businesses by the Company or any Disposition of its Subsidiaries Oil and Gas Properties to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessno Proved Reserves are attributed; (c) Dispositions the Disposition of Equipment and other property which equipment that is obsolete, worn out obsolete or no longer used in necessary for the business of such Loan Party or useful to such Person’s business, all in the ordinary course is replaced by equipment of businessat least comparable value and use; (d) Dispositions occurring the Disposition (including Casualty Events and Asset Swaps) of any Oil and Gas Property or any interest therein or any Equity Interest of any Subsidiary owning Oil and Gas Properties; provided that: (i) (other than in respect of Casualty Events) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Equity Interest subject of such Disposition (as the result such value is reasonably determined by Parent or Borrower and certified in a certificate of a casualty event, condemnation Responsible Officer of Parent or expropriationBorrower delivered to the Administrative Agent); (eii) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions Parent or Borrower shall have provided Administrative Agent notice of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of not less than ten percent (10%) Business Days prior to the consummation thereof (or such shorter period of time as the tangible assets of Administrative Agent may in its sole and absolute discretion agree in writing) to the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.extent required by Section 7.02

Disposition of Assets. Each Borrower agrees that it The Company and each Guarantor shall not, and shall not permit any Disposition of its respective Subsidiaries that are Guarantors to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, "Dispositions") any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do), except: (a) Dispositions of Motor Vehicles permitted under Sections 8.3, 8.4, or 8.9 and other Inventory in the ordinary course of businessLiens permitted by Section 8.1; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash inventory (including produced Oil and only Gas) in the ordinary course of business; (c) Dispositions of Equipment among the Company and other property which is wholly-owned Subsidiaries that are Guarantors; (d) obsolete, used, worn out or no longer used in or useful to such Person’s business, all surplus equipment in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsof accounts and notes receivable in the ordinary course of business consistent with past practices; (f) Dispositions of chattel paper interests in Oil and Gas Properties, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Equivalents to third parties Proceeds received by the Company or such Guarantor); provided, however, that the aggregate sales prices (as of the effective date of each particular Disposition) for Dispositions made pursuant to arm’s length transactions for fair this Section 8.2(f) during any Borrowing Base Period shall not exceed 5% of the present value of the future cash flows from Proved Reserves included in the Oil and Gas Properties as set forth in the most recent Reserve Report delivered pursuant to Section 6.11 or Section 7.2(c); (g) the abandonment of any well or forfeiture, surrender or release by the Company or any Guarantor of any lease in the ordinary course of businessbusiness which is not materially disadvantageous in any way to the Lenders and which, in the Company's or such Guarantor's opinion, is in the best interest of the Company or such Guarantor; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of Property other propertythan Hydrocarbon Interests to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property; (i) Dispositions of Cash Equivalents; (j) farm-out agreements or participation agreements, assets or leases, subleases, licenses or sublicenses of Property (including capital stock real Property and intellectual Property but excluding Oil and Gas Properties with which Proved Reserves are associated) in the ordinary course of its Subsidiaries business and Affiliates) or businesses which do not materially interfere with the business of the Company not otherwise permitted and its Subsidiaries; (k) transfers of Property subject to Recovery Events upon receipt of the Net Cash Proceeds of such Recovery Event; or (l) other Dispositions of Property by clauses the Company and the Guarantors (a) through (g) of this Section 10.4other than Oil and Gas Properties); provided, however, that (i) at the proceeds realized time of such Disposition, no Event of Default shall exist or would result from such Disposition Disposition, (ii) the aggregate book value of all Property Disposed of in any applicable year reliance on this Section 8.2(l) shall not exceed $3,750,000 and (iii) the sale price for such Property (if in excess of ten percent (10%$375,000) of the tangible assets of shall be paid to the Company as of the beginning of or such year are either reinvested within one (1) year in similar assets Guarantor for not less than 75% cash or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsCash Equivalent consideration.

Disposition of Assets. Each Borrower agrees that it (a) The Company shall not, and shall not permit any Disposition (whether in one or a series of transactions) its Subsidiaries, to Dispose of any property or assets (including AccountsIntellectual Property, notes receivableProprietary Information, and/or chattel paperaccounts and rights to payment), with whether now owned or without recourse) hereafter acquired, or enter into any agreement so to domake any Disposition of such assets, exceptexcept as permitted under subsection (b). (b) Section 7.04(a) shall not apply to or restrict: (ai) (A) the Spin-Off Transaction; or (B) at any time prior to the Spin-Off Consummation Date, Dispositions of New Ceridian Assets that would be permitted under the New Ceridian Credit Agreement if such assets were at such time assets of New Ceridian; (ii) 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, but in no event more than 30 days, applied to the purchase price of such replacement equipment; provided, however, that: (A) the replacement equipment has comparable value and is of the same type, and used for the same purpose, as the equipment sold; (B) the Person selling equipment under this subsection is the same Person that purchases any replacement equipment; and (C) any such sale is conducted at arm’s length and under commercially reasonable terms; (iii) the transfer of assets by the Company (A) to any of its Material Subsidiaries if such transfer is a sale for fair market value and the consideration received by the Company is cash; or (B) to any Wholly-Owned Subsidiary; (iv) Revocable Licenses in the Ordinary Course of Business of Intellectual Property of the Company or its Subsidiaries to third parties (other than ▇▇▇▇▇▇▇ ▇▇) upon commercially reasonable terms and that do not, singly or in the aggregate result in a Material Adverse Effect; (v) (A) assignments and sales to a Permitted ▇▇▇▇▇▇▇ ▇▇ or Permitted Joint Ventures of software used or usable for the compilation of data solely derived from PPM Technology, and to the extent, but only to the extent, consistent with the ▇▇▇▇▇▇▇ ▇▇ Option Agreement; and (B) Revocable, non-exclusive licenses of software and other Intellectual Property to a Permitted ▇▇▇▇▇▇▇ ▇▇ or Permitted Joint Venture in the Ordinary Course of Business upon commercially reasonable terms that do not, singly or in the aggregate, result in a Material Adverse Effect; (vi) the license by the Company of its PPM Technology, solely for the purpose of audience measurement, to a Permitted ▇▇▇▇▇▇▇ ▇▇ to the extent, but only to the extent, consistent with the ▇▇▇▇▇▇▇ ▇▇ Option Agreement, and otherwise in form and substance reasonably satisfactory to the Required Note Holders; (vii) the non-transferable, exclusive U.S.-license by the Company of its “Critical Band Encoding Technology” to a Permitted Joint Venture or to Nielsen and the license to a Permitted Joint Venture or a Permitted ▇▇▇▇▇▇▇ ▇▇ of encoding patents, to the extent, but only to the extent, consistent with the ▇▇▇▇▇▇▇ ▇▇ Option Agreement, and otherwise in form and substance reasonably satisfactory to the Required Note Holders; (viii) the Disposition of assets or stock of Ceridian Info Tech (India) Private Limited and CSW Research Limited; provided that no Intellectual Property or Proprietary Information is Disposed of as part of any such Disposition, other than Intellectual Property and Proprietary Information that is not materially related to the Arbitron Business; and further provided that the total aggregate value of all assets and stock transferred pursuant to this clause does not exceed $10,000,000; (ix) the transfer by any Subsidiary of the Company of assets (upon voluntary liquidation or otherwise) to the Company or a Wholly Owned Subsidiary of the Company that is a Material Subsidiary; (x) Dispositions or other transfers by the Company or its Subsidiaries totaling on a consolidated, aggregate basis for all such transfers in any fiscal year an amount not in excess of Motor Vehicles $15,000,000; provided that (A) each such transfer is otherwise permitted pursuant to the Note Documents, (B) the consideration paid to the Company or its Subsidiaries in connection with each such transfer is exclusively in the form of cash, Cash Equivalents and/or other obligations to be paid to the Company or any Subsidiary in installments over a period of time, (C) unused transfers permitted by this subsection (b)(x) shall not accrue to the following year, and other Inventory (D) after giving effect to each such transfer there shall exist no Default or Event of Default; (xi) the Disposition of any assets of the Company or any Subsidiary pursuant to the terms and conditions of a Permitted Joint Venture; and (xii) Goods held as inventory by the Company or any Subsidiary for sale to third parties in the ordinary course of business; (b) Dispositions of assets, properties or businesses business even if such goods may be identical to goods used as equipment by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsSubsidiary.

Disposition of Assets. Each The Borrower agrees that it shall will not, and will not permit any Disposition (whether in one or a series of transactions) Subsidiary to, Dispose of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions the sale of Motor Vehicles and other Inventory Hydrocarbons in the ordinary course of business; (b) Dispositions the Disposition of assets, properties or businesses by the Company or any of its Subsidiaries to any equipment and other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only property in the ordinary course of business, that is obsolete or no longer necessary in the business of the Borrower or any of its Subsidiaries or that is being replaced by equipment of comparable value and utility; (c) Dispositions of Equipment cash and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all Cash Equivalents in the ordinary course of business; (d) Dispositions occurring as the result any Credit Party may Dispose of a casualty event, condemnation or expropriationits property to another Credit Party; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions sales or discounts of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value overdue accounts receivable in the ordinary course of business, in connection with the compromise or collection thereof, and not in connection with any financing or receivables transaction; (f) substantially contemporaneous (and in any event occurring within thirty (30) days of each other) Dispositions of Oil and Gas Properties as to which no Proved Reserves are attributable in exchange for other Oil and Gas Properties and, subject to the proviso of this clause (f), a combination of Oil and Gas Properties and cash; provided that (i) the Fair Market Value of the Oil and Gas Properties exchanged by the Borrower or its Subsidiary (together with any cash) is reasonably equivalent to the Fair Market Value of the Oil and Gas Properties (together with any cash) to be received by the Borrower or its Subsidiary, and (ii) any cash received must be applied in accordance with Section 2.07; (g) Dispositions of seismic, geologic or other data and license rights in the ordinary course of business so long as such Disposition is not adverse to the Lenders and does not impair the Borrower’s or any Subsidiary’s operation of the Oil and Gas Properties; (h) Hedge Modifications; provided that the consideration received for such Hedge Modification is at least equal to Fair Market Value; (i) solely to the extent constituting a Disposition, the incurrence of Liens, the making of Investments and the making of Restricted Payments, in each case as expressly permitted by Section 6.03, Section 6.07 and Section 6.09 respectively; (j) Dispositions of claims against customers, working interest owners, other industry partners or any other Person in connection with workouts or bankruptcy, insolvency or other similar proceedings with respect thereto; provided that the consideration received for such claim is at least equal to Fair Market Value; and (k) other dispositions and sales of Properties (including any midstream assets or gathering systems) not otherwise permitted pursuant to this Section 10.3(c6.05 having a fair market value not to exceed $15,000,000 in the aggregate for all dispositions and sales of Properties pursuant to this Section 6.05(i) for the term of this Agreement; provided that: (i) the consideration received shall be at least equal to the Fair Market Value of any Oil and Gas Property or other Properties subject to such Disposition (and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that such Disposition was for Fair Market Value); and (hii) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses at least 75% of the Company not otherwise permitted consideration received by clauses (a) through (g) the Borrower or any Subsidiary in respect of this Section 10.4; provided, that the proceeds realized from such Disposition is cash or Cash Equivalents and any consideration not received in the form of cash or Cash Equivalent shall solely be in the form of Oil and Gas Properties (excluding, for the avoidance of doubt, any applicable year in excess of ten percent Capital Stock); and (10%iii) such Disposition shall not be a farm-out, drillco, or similar arrangement without the prior consent of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsMajority Lenders.

Disposition of Assets. Each From and after the Closing Date, the Parent Borrower agrees that it shall not, and shall not suffer or permit any Disposition of its Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise Dispose of (whether in one or a series of related transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doProperty, except: (a) (i) Dispositions of Motor Vehicles inventory, or worn-out, obsolete or surplus equipment and other Inventory tangible fixed assets, in each case in the ordinary course Ordinary Course of businessBusiness, and (ii) Dispositions of other property that is immaterial and no longer used or useful in the conduct of the business of the Parent Borrower and its Restricted Subsidiaries (including, without limitation, (x) Dispositions of any Property acquired in connection with a Permitted Acquisition that the Parent Borrower determines is or will not be useful or necessary in the conduct of the business of the Parent Borrower and its Restricted Subsidiaries, (y) Dispositions of Intellectual Property (including allowing registered Intellectual Property to lapse or be abandoned), the Disposition of which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and (z) allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse, expire or be abandoned); (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries assets for Fair Market Value; provided that (i) with respect to any other Subsidiary Disposition pursuant to this subsection 5.2(b) for a purchase price in excess of the greater of (x) $40,000,000 and (y) 10.0% of Consolidated EBITDA (determined for the Test Period then most recently ended before the effective date of any binding agreement regarding such Disposition that sets forth the amount of such Designated Non-Cash Consideration or, if no such binding agreement exists, for the Test Period most recently ended before the receipt of such Designated Non-Cash Consideration), not less than 75% of the aggregate consideration from such Disposition shall be paid in cash or to the Company; Cash Equivalents (provided, however, that, for the purposes of this clause (i), (A) any liabilities (as shown on the most recent balance sheet of the Parent Borrower provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than Dispositions liabilities that are by their terms subordinated in right of payment to newly created the Obligations, that are assumed by the transferee with respect to the applicable Disposition shall be deemed to be cash, (B) any securities received by the Parent Borrower or such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 270 days following the closing of the applicable Disposition shall be deemed to be cash or Cash Equivalents, (C) any Designated Non-Cash Consideration received by the Parent Borrower or such Restricted Subsidiary in respect of the applicable Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is outstanding at the time such Designated Non-Cash Consideration is received, not in excess of the greater of (x) $60,000,000 and (y) 15.0% of Consolidated EBITDA (determined for the Test Period then most recently ended before the effective date of any binding agreement regarding such Disposition that sets forth the amount of such Designated Non-Cash Consideration or, if no such binding agreement exists, for the Test Period most recent ended before the receipt of such Designated Non-Cash Consideration), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured on the effective date of any binding agreement regarding such Disposition that sets forth the amount of such Designated Non-Cash Consideration or, if no such binding agreement exists, at the time received and, in any case, without giving effect to subsequent changes in value, shall be deemed to be cash or Cash Equivalents) and (D) the 75% limitation referred to above shall be deemed satisfied with respect to any Disposition of assets in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, if the proceeds before tax would have complied with the aforementioned 75% limitation, and (ii) no Borrower may Dispose of all or substantially all of the Property of such Borrower and its Subsidiaries which become Borrowers for purposes taken as a whole pursuant to this clause (b) unless the surviving entity is an entity organized or existing under the laws of complying with Dealer/Manufacturer Agreementsthe United States, any such Disposition made to a Ford Borrower state thereof or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only the District of Columbia or, in the ordinary course case of businessan English Borrower, the laws of England and Wales, and expressly assumes all obligations of the relevant Borrower under the Loan Documents; (c) (i) collection of Accounts in the Ordinary Course of Business, (ii) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all Cash Equivalents in the ordinary course Ordinary Course of businessBusiness, (iii) conversions of Cash Equivalents and the Investments listed in Section 5.4(g)(i), into cash or other Cash Equivalents; and (iv) conversions of the long-term Investments referred to in Section 5.4(g) (and any gains thereon realized or accruing after the Closing Date) into other long-term Investments listed in Section 5.4(g)(i) or into cash or other Cash Equivalents; (d) Dispositions occurring as the result cross-licensing, sublicensing or licensing of a casualty event, condemnation or expropriationIntellectual Property in the Ordinary Course of Business and the non-exclusive licensing of Intellectual Property in the Ordinary Course of Business; (e) Dispositions pursuant the substantially contemporaneous exchange of Property for Property of a like or similar kind (other than as set forth in subsection 5.2(d)), to Qualified Sale/Leaseback Transactionsthe extent that the Property (together with any cash or Cash Equivalents) received in such exchange is of a value substantially equivalent to or greater than the value of the Property exchanged as determined in good faith by the Parent Borrower; (f) Dispositions of chattel paper restricted, and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of businesspermitted, by Section 5.3; (g) (i) any Disposition or issuance by any Subsidiary of the Parent Borrower of its own Stock or Stock Equivalents to the Parent Borrower or any Subsidiary of the Parent Borrower that is a Guarantor; provided, however, that the proportion of such Stock or Stock Equivalents of each class of such Stock (both on an outstanding and fully-diluted basis) or Stock Equivalents held by the Credit Parties, taken as a whole, does not decrease as a result of such Disposition or issuance, (ii) to the extent necessary to satisfy any Requirement of Law in the jurisdiction of incorporation of any Subsidiary of the Parent Borrower, any Disposition or issuance by such Subsidiary of its own Stock or Stock Equivalents constituting directors’ qualifying shares or nominal holdings, and (iii) the sale or issuance of the Stock or Stock Equivalents of the Parent Borrower, so long as no Change of Control occurs or results from such sale or issuance; (h) Dispositions resulting from any Event of Loss, casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Parent Borrower or any Restricted Subsidiary; (i) leases or subleases granted to third parties that do not materially interfere with the conduct of the business of the Parent Borrower and its Restricted Subsidiaries taken as a whole; (j) the transfer of Property (i) by any Credit Party to any other Credit Party or (ii) from a Person which is not a Credit Party to (A) any Credit Party or (B) any other Person which is not a Credit Party; (k) to the extent constituting a Disposition, Liens permitted by Section 5.1, Investments permitted by Section 5.4 (other than Section 5.4(q)) and Restricted Payments permitted by Section 5.7; (l) the sale or issuance of the Stock or Stock Equivalents of any Person that is not a Credit Party to any other Person, including, without limitation, in connection with any tax restructuring activities not otherwise prohibited hereunder; provided that, upon giving Pro Forma Effect to any such activities, the Liens on the Collateral securing the Obligations, taken as a whole, would not be materially impaired; (m) (i) sales or discounting, on a non-recourse basis and in the Ordinary Course of Business of past due Accounts in connection with the collection or compromise thereof and (ii) sales or discounting, on a non-recourse basis of past due Accounts in connection with the collection or compromise thereof (provided that in the case of this clause (ii), the aggregate amount of sales or discounting on a non-recourse basis in any Fiscal Year with respect to any such Accounts that are less than 90 days past due shall not exceed the greater of $12,000,000 and 2.5% of Consolidated EBITDA (determined at the time of such sales and discounting for the most recently completed Test Period)); (n) the Parent Borrower and its Restricted Subsidiaries may effect Sale Leasebacks conducted on an arm’s length basis for Fair Market Value and, immediately before and after giving effect thereto, no Event of Default has occurred and is continuing; (o) the unwinding or termination of any Rate Contract permitted hereunder; (p) Dispositions of non-core assets acquired in connection with a Permitted Acquisition which are (x) made in order to obtain antitrust approval, (y) necessary and advisable (determined by the Parent Borrower in good faith) to consummate an acquisition or (z) held for sale and not for continued operation of the Parent Borrower’s business; (q) any issuance or sale of Stock or Stock Equivalents in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents) or a Restricted Subsidiary which owns an Unrestricted Subsidiary (other than an Unrestricted Subsidiary the primary assets of which are cash and/or Cash Equivalents) provided such Restricted Subsidiary owns no assets other than the Stock or Stock Equivalents of such an Unrestricted Subsidiary; (r) Dispositions of Investments in joint ventures or any non-Wholly-Owned Subsidiary to the extent required by buy/sell arrangements (including tag, drag and the like) between the joint venture or similar parties set forth in the joint venture arrangement or similar binding agreements (in each case, that is binding upon the Parent Borrower or its Subsidiaries); (s) Dispositions in connection with any Permitted Receivables Financing or Supply Chain Financing; (t) any Disposition; provided that (x) the Fair Market Value of such Disposition does not exceed the greater of (i) $60,000,000 and (ii) 15.0% of Consolidated EBITDA (determined at the time such Disposition is made for the most recently completed Test Period) per transaction and (y) the aggregate Fair Market Value of all Dispositions on or after the Closing Date pursuant to this Section 10.3(c5.2(t) does not exceed the greater of (i) $125,000,000 and (ii) 30.0% of Consolidated EBITDA (determined at the time such Disposition is made for the most recently completed Test Period); and (hu) Dispositions (i) any Disposition to effectuate the pre-Spin-Off reorganization pursuant to the Spin-Off Documents on substantially the terms described in the Form 10 and (ii) any year of other property, assets (including capital stock Disposition to Labcorp or any of its Subsidiaries and Affiliates) or businesses of pursuant to the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsSpin-Off Documents.

Disposition of Assets. Each No Borrower agrees that it nor any Subsidiary of any Borrower shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary (including Subsidiaries and dealer franchises), transferred or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes otherwise disposed of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business;business including Disposition of assets, including dealer franchises, the Disposition of which the Company determines to be in its best interest, provided, (A) no Event of Default will result from such Disposition, (B) the Company shall be in compliance with Section 10.11 through Section 10.14 and (C) the total Revolving Credit Loans (including Revolving Credit Swing Line Loans) outstanding should not exceed the Revolving Credit Loan Advance Limit, in each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s 's business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations; (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 11.1(b), Section 11.1(c), Section 11.1(f), Section 11.1(g), Section 11.3(a), Section 11.3(b), Section 11.3(d), Section 11.3(e), Section 11.3(f), or Section 11.3(g); (g) Dispositions of chattel paper in arms-length transactions for fair value in the Company after satisfaction ordinary course of any currently due Obligations.business; and (h) As permitted in Section 10.3

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition (whether in one or a series of transactions) of any property or assets (including AccountsAsset Disposition, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptexcept the following: (a) Dispositions any replacement of Motor Vehicles Equipment that is worn, damaged or obsolete with Equipment of like function and other Inventory in value, if the ordinary course replacement Equipment is acquired substantially contemporaneously with such disposition and is free of businessLiens; (b) Dispositions a sale of assets, properties Inventory or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only assets in the ordinary course Ordinary Course of businessBusiness; (c) Dispositions termination of Equipment a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and other property which is obsolete, worn out or no longer used in or useful to such Persondoes not result from an Obligor’s business, all in the ordinary course of businessdefault; (d) Asset Dispositions occurring as of Property from Parent or any Restricted Subsidiary to any Obligor, among any of the result of a casualty eventObligors, condemnation from any Obligor to any Restricted Subsidiary not constituting an Obligor to the extent constituting an Investment permitted by Section 10.2.4, or expropriation149 among any Restricted Subsidiaries not constituting Obligors, in each case, otherwise in accordance with the Loan Documents; (e) Dispositions Investments and dispositions of Investments in cash and Cash Equivalents permitted pursuant to Qualified Sale/Leaseback TransactionsSection 10.2.4(a); (f) Dispositions the transfer of chattel paper and Cash Equivalents to third parties pursuant to arm’s length Property permitted in connection with transactions for fair value permitted in the ordinary course of businessSection 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 of Property in connection with any sale-leaseback transaction not to exceed $80,000,000 (less any Purchase Money Debt outstanding under Section 10.2.1(d)) in the aggregate during the term 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 permitted 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 such Inventory by the customer, (ii) the sale of accounts receivable owing to a Foreign Domiciled Obligor (other than 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 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 10.3(c)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 150 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 (hl) Dispositions 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 applicable Borrower Agent shall have delivered to Agent a Borrowing Base Certificate giving pro forma effect to such Asset Disposition and, to the extent applicable, shall have complied with Section 5.2 and Section 8.1; and (iii) no Overadvance and no Default or Event of Default 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 year 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 for non-cash consideration) and any other property, non-core assets (including capital stock for non-cash consideration) related thereto that are disposed of its Subsidiaries and Affiliates) in connection with any such Asset Disposition pursuant to this subclause (C), or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%D) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsProperty described on Schedule 1.1(d).

Disposition of Assets. Each The Borrower agrees that it shall will not, and will not --------------------- permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to, become a party to or agree to or effect any other Subsidiary disposition of assets without the prior written approval of the Majority Banks, except as set forth below: (i) The Borrower may sell or substitute Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to FCI (pursuant to ss.8.16 hereto), FCC, FRC and FFC provided that -------- ---- (a) the Company; provided, however, other terms of each such sale are no less favorable than Dispositions those contained the Operating Agreement (with respect to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made sales from the Borrower to a Ford Borrower FCI) or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course Receivables Purchase Agreements (with respect to sales from the Borrower to FCC, FRC and FFC), (b) the proceeds of business; each such sale are deposited in the BKB Concentration Account and applied in accordance with the provisions of ss.2.10 or ss.2.11, as applicable, and (c) Dispositions no Default or Event of Equipment Default has occurred and other property which is obsoletecontinuing, worn out or no longer used in or useful would occur after giving effect to such Person’s businessdisposition. (ii) The Borrower or its Subsidiaries may sell Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to unrelated third parties provided that (a) each such sale is for -------- ---- cash, (b) the purchase price of the Base Contracts sold shall not be less than 80% of the principal components of such Base Contracts plus all accrued and unpaid interest on such Base Contracts, (c) the proceeds of each such sale are deposited in the ordinary course BKB Concentration Account and applied in accordance with the provisions of business; ss.2.10 or ss.2.11, as applicable, and (d) Dispositions occurring as the result no Default or Event of a casualty eventDefault has occurred and is continuing, condemnation or expropriation;would occur after giving effect to such disposition. (eiii) Dispositions The Borrower may sell Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to special-purpose bankruptcy-remote Subsidiaries of the Borrower (other than FCC, FRC and FFC) pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise Securitizations permitted by clauses ss.9.1(f), provided that (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) cash portion of the tangible assets purchase price of -------- ---- the Base Contracts sold shall not be less than 80% of the Company as of the beginning principal components of such year Base Contracts plus all accrued and unpaid interest on such Base Contracts, (b) the cash proceeds of such sale are either reinvested within one deposited in the BKB Concentration Account and applied in accordance with the provisions of ss.2.10 or ss.2.11, as applicable, and (1c) year in similar assets no Default or used Event of Default has occurred and is continuing, or would occur after giving effect to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationssuch disposition.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including Subsidiaries and Franchises) by the Company or any of its Subsidiaries to any other Subsidiary Subsidiaries, transferred or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes otherwise disposed of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business;, including Disposition of assets, including Franchises, the Disposition of which the Company determines to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company shall be in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations (without any permanent reduction of the Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor or (ii) by any Subsidiary to the Company or any Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), if the aggregate expected Disposition Proceeds of such Disposition are greater than $25,000,000, (x) the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements. Notwithstanding the delivery of any currently due Obligationsevidence of Pro Forma Compliance (including any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), the Revolving Borrowing Base or Used Vehicle Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not suffer or permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a "Disposition") (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles inventory, or used, worn-out, obsolete or surplus equipment and other Inventory assets, all in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other property which is obsoletedisputes with, worn out or no longer used in or useful to such Person’s business, all customers and suppliers arising in the ordinary course of business; (d) Dispositions occurring as of assets between and among the Company and its Wholly-Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company; provided that (i) at the time of any such Disposition, no Default or Event of Default shall exist or shall result after giving effect to such Disposition and (ii) the aggregate Dollar value of the assets subject to a casualty event, condemnation or expropriation; Disposition from the Company to a Wholly-Owned Subsidiary shall not exceed (e) when aggregated with all Dispositions effected pursuant to Qualified Sale/Leaseback Transactions; (fsubsection 8.02(e)) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any fiscal year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses 10% of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible total consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP, as of the beginning of such fiscal year; and (e) Dispositions not otherwise permitted hereunder which are made for fair market value; provided that (i) at the time of any such Disposition, no Default or Event of Default shall exist or shall result after giving effect to such Disposition and (ii) the aggregate sales price of all assets so sold by the Company and its Subsidiaries, together, shall not exceed (when aggregated with all Dispositions effected pursuant to subsection 8.02(d)) in any fiscal year are either reinvested within one (1) year in similar 10% of the total consolidated assets or used to repay senior Indebtedness of the Company after satisfaction and its Subsidiaries, determined in accordance with GAAP, as of any currently due Obligationsthe beginning of such fiscal year.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s arms length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c)10.3; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.

Disposition of Assets. Each The Borrower agrees that it and its Subsidiaries shall not permit sell, lease, assign, transfer or otherwise dispose of (collectively, “Dispositions”) any Disposition (whether in one of their now owned or a series hereafter acquired assets or properties except, prior to the occurrence of transactions) an Event of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: Default: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; ; (b) Dispositions of assetsused, properties obsolete, worn out or businesses by the Company surplus equipment or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only property in the ordinary course of business; ; (c) Dispositions to the Borrower, Guarantor, or any of Equipment and their Subsidiaries; (d) Dispositions of receivables in connection with the compromise, settlement or collection thereof; (e) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property which is obsolete, worn out or no longer used in or useful asset; (f) the leasing of intellectual property rights to such Person’s business, all third parties; (g) Dispositions of non-strategic assets in the ordinary course of business; ; and (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (fh) Dispositions of chattel paper equipment or other property not permitted under any other subsection of this Section, provided that such equipment or other property is either replaced by equipment or property of a similar kind and Cash Equivalents to third parties pursuant to arm’s length transactions for fair equivalent value or sold or otherwise disposed of in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of provided the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning value of such equipment or property sold or otherwise disposed of and not replaced during any fiscal year are either reinvested within one does not exceed One Hundred Thousand Dollars (1$100,000). Notwithstanding the foregoing, upon or following a Disposition made in accordance with this Agreement the Borrower may assign or transfer the Term Loan and its rights and obligations under this Agreement, the Term Note and the other Loan Documents provided that such assignment or transfer (y) year has been approved by the USDA and met all applicable USDA requirements, including those set forth in similar assets USDA RD Instruction 4287-B, and (z) Ridgestone has approved such assignment or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationstransfer, which approval may be granted or withheld in Ridgestone’s reasonable discretion.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and Dispositions of other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; Company provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Dealer Franchise Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to in such Person’s 's business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other any property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations; (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions; and (g) Dispositions of chattel paper to third parties pursuant to arms-length transactions for fair value in the Company after satisfaction ordinary course of any currently due Obligationsbusiness.

Disposition of Assets. Each Borrower agrees that it No Credit Party shall, and no Credit Party shall not suffer or permit any Disposition of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do), except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, rental assets, or used, worn-out or surplus equipment, all in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries dispositions not otherwise permitted hereunder which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition are made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only the mandatory prepayment in the ordinary course amount of businessthe Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (ii) the aggregate fair market value of all assets so sold (as determined in good faith by the board of directors or a similar governing body of Borrowers) by the Credit Parties and their Subsidiaries, together, shall not exceed in any fiscal year $100,000 without the prior written consent of the Agent and (iii) no Default or Event of Default is continuing or would result therefrom; (c) Dispositions dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of businessCash Equivalents; (d) Dispositions occurring as licenses, sublicenses, leases or subleases granted to third parties in the result Ordinary Course of a casualty event, condemnation Business or expropriationnot interfering with the business of the Credit Parties or any of their Subsidiaries in any material respect; (e) Dispositions pursuant transfers of property subject to Qualified Sale/Leaseback Transactionscasualty or condemnation proceeding (including in lieu thereof) upon receipt of the Net Proceeds therefore; provided, that the Net Proceeds thereof are applied in accordance with Section 1.8; (f) Dispositions the abandonment of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value intellectual property rights in the ordinary course Ordinary Course of businessBusiness which, in the reasonable good faith determination of the Borrowers, are no longer used or useful to the business of the Borrowers and their Subsidiaries; (g) Dispositions as permitted sales, transfers and other dispositions of delinquent account receivables in Section 10.3(c)the Ordinary Course of Business in connection with the collection thereof; (h) (x) transfers among the Credit Parties, (y) transfers among non-Credit Party Subsidiaries and (z) transfers from non-Credit Party Subsidiaries to Credit Parties; and (hi) Dispositions to the extent constituting sales, transfers or dispositions (i) Investments to the extent permitted pursuant to Section 5.4, (ii) Restricted Payments to the extent permitted pursuant to Section 5.11, and (iii) such sale, transfer or disposition effected pursuant to a merger, consolidation, liquidation or dissolution permitted pursuant to Section 5.3, in any year of other property, assets (including capital stock of its Subsidiaries each case made in accordance with the terms and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any conditions applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsthereto.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one Sell, lease, transfer or a series otherwise dispose of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries properties, assets, rights, Licenses or franchises to any person, except in connection with the replacement of equipment with other Subsidiary equipment of at least equal utility and value (provided that the Lender's lien upon such newly-acquired equipment has the same priority as the Lender's lien upon the replaced equipment) and the disposition without replacement of obsolete assets not material, individually or in the aggregate, to the Companyoperation of its business; provided, however, other than Dispositions that in no event shall a Borrower sell, lease, transfer or dispose of any material portion of the assets of, or enter into any time brokerage agreement, local marketing agreement or similar arrangement in respect of, a Station without the prior written consent of the Lender, which consent shall not be unreasonably withheld. The net sales proceeds (net of reasonable commissions and closing costs) to newly created Subsidiaries which become Borrowers for purposes be received upon sale of complying any Station (any Station sold with Dealer/Manufacturer Agreements, any such Disposition made the Lender's written consent is herein referred to as a Ford Borrower or a GM Borrower "TRANSFERRED STATION") shall be made on an arms-length basis applied to payment of the Senior Debt; provided, however, that if the Parent requests use of the net sale proceeds of a Transferred Station for fair market value the purchase by a Borrower of one or more additional radio broadcast stations (the "SUBSTITUTED STATIONS"), then the Lender agrees to allow such proceeds to be used by such Borrower for cash such purpose (such proceeds to be held by the Lender without interest and only in pledged to the ordinary course Lender pending satisfaction of businesssuch requirements) conditional upon the satisfaction of each of the following requirements: (i) no Event of Default shall have occurred and be continuing as of the date of such sale or as of any date thereafter prior to consummation of such acquisition of the Substituted Station; (cii) Dispositions the Lender shall have received and approved up-to-date financial statements for the Substituted Station(s), in form and substance acceptable to the Lender confirming to the Lender's reasonable satisfaction that the financial condition of Equipment and other property which the Substituted Station(s) is obsolete, worn out or no longer used in or useful to such Person’s business, all in not less favorable than the ordinary course of businessTransferred Station(s) sold by the Borrower; (diii) Dispositions occurring as the result ratio of a casualty eventthe Borrowers' Senior Debt to the Adjusted Net Operating Income of the Borrowers plus the Substituted Stations' Net Operating Income minus the Transferred Stations' Net Operating Income, condemnation for the preceding twelve (12) calendar months is less than or expropriationequal to 5.0:1.0; (eiv) Dispositions the acquisition of the Substituted Station(s) is consummated pursuant to Qualified Sale/Leaseback Transactions; a Final Order approving such acquisition, within one hundred eighty (f180) Dispositions days of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course sale of business; (g) Dispositions as permitted in Section 10.3(cthe Transferred Station(s); and (hv) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries the Parent and Affiliates) or businesses the Borrowers execute and/or deliver to the Lender such additional Security Documents and opinions as the Lender may reasonably require to evidence and confirm the satisfaction of the Company not otherwise permitted by clauses (a) through (g) foregoing requirements and the requirements of this Section 10.4; provided2.05 hereof with respect to the Substituted Station(s), that including, without limitation, the proceeds realized from such Disposition in any applicable year in excess grant to the Lender of ten percent (10%) of the tangible a first priority perfected security interest and lien on all assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsSubstituted Station(s).

Disposition of Assets. Each Borrower agrees that it No Credit Party nor any Restricted Subsidiary shall not permit dissolve, liquidate or sell, transfer, convey, assign or otherwise dispose of any Disposition of its properties or other assets, including any Capital Stock of any of its Subsidiary (whether in one a public or a series private offering or otherwise), any of transactions) its receivables or any of any property or assets (including Accountsits other investments, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptother than: (ai) Dispositions the sale of Motor Vehicles and other Inventory inventory in the ordinary course of business; (bii) Dispositions dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, assets among Credit Parties (other than Dispositions to newly created Subsidiaries which become Borrowers for purposes Capital Stock of complying with Dealer/Manufacturer AgreementsSubsidiaries); (iii) dispositions of obsolete or worn out equipment or fixtures no longer useful in the business, any such Disposition made to a Ford Borrower whether now owned or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only hereafter acquired, in the ordinary course of business; (civ) Dispositions termination of Equipment and other a lease of real or personal property which that is obsolete, worn out or no longer used in or useful to such Person’s not necessary for the ordinary course of business, all could not reasonably be expected to have a Material Adverse Effect and does not result from a Credit Party’s default; (v) so long as no Default or Event of Default is continuing or would result therefrom, sales of equipment now owned or hereafter acquired by any Credit Party or a Restricted Subsidiary, the fair market value or book value of which shall not exceed $500,000 in the aggregate; (vi) 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, a Restricted Subsidiary or the Administrative Agent to sell or license the subject Intellectual Property or impair the security interests granted to the Administrative Agent); (dvii) Dispositions occurring as the result any sale, transfer or other disposition of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses all Capital Stock of the Company not otherwise permitted by clauses (a) through (g) ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities, or all or substantially all of this Section 10.4the assets of the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities; provided, that prior to and after giving effect to any such transaction, no Default or Event of Default shall have occurred and be continuing; (viii) so long as (A) no Default or Event of Default is continuing or would result therefrom and (B) sales of other assets of any Credit Party or their Restricted Subsidiaries for fair market value so long as, to the proceeds realized extent the fair market value of such assets exceeds $1,000,000, at least 75% of the total consideration of such sale is in the form of cash and Cash Equivalents (in each case, free and clear of all Liens at the time received, other than non-consensual Liens permitted pursuant to Section 7.03); provided, however, that, any Designated Non-Cash Consideration received by such Credit Party or Restricted Subsidiary from such Disposition sale shall be deemed to constitute cash so long as the aggregate fair market value thereof (measured at the time such Designated Non-Cash Consideration is received), when taken together with all other Designated Non-Cash Consideration received pursuant to this proviso since the Closing Date, does not exceed the greater of (x) $15,000,000 and 25.0% of Consolidated EBITDA in any applicable year the aggregate and (ix) other disposition of assets not to exceed the greater of (x) $2,500,000 and (y) 4.25% of Consolidated EBITDA in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsaggregate.

Disposition of Assets. Each Borrower agrees that it shall not permit (a) Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (ai) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (bii) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (ciii) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (div) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (hv) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (aa)(i) through (giv) of this Section 10.47.04(a); provided, provided that the proceeds Net Cash Proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or other senior Indebtedness (without any permanent reduction of any applicable Commitments); (vi) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (vii) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (viii) As permitted in Section 7.03; and (ix) Dispositions of assets (i) by the Company to any Syndicated Loan Party, (ii) by any Subsidiary to the Company or any Syndicated Loan Party, or (iii) by any Subsidiary that is not a Syndicated Loan Party to another Subsidiary that is not a Syndicated Loan Party; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (a)(ii), (iv), (v) or (vi), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $25,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. (b) Permit any Disposition (whether in one or a series of transactions) of any currently due ObligationsFinanced Property or any portion of any Financed Property, or enter into an agreement to do so, except Permitted Financed Property Dispositions. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any Subsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in the Designated Escrow Subsidiary permitted under Section 7.05) to the Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each Subject at all times to the requirements of 3.2.2, the Borrower agrees that it shall and the Guarantor will not, and will not permit any Disposition (whether in one of its Subsidiaries to, become a party to or a series agree to or effect any disposition of transactions) of any property or assets (including Accountsassets, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: other than (a) Dispositions the disposition of Motor Vehicles and other Inventory assets in the ordinary course of business; , consistent with past practices, (b) Dispositions the sale or other disposition of assetsfurnishings, properties fixtures and equipment which have become worn out, obsolete or businesses by the Company no longer used or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only useful in the ordinary course of business; , (c) Dispositions the disposition of Equipment assets of any Store, including but not limited to leasehold rights, fixtures and inventory, in connection with the closing of such Store or any decision not to open a Store in Montgomeryville, PA provided that the aggregate amount of such dispositions shall not exceed five percent (5%) of the consolidated assets of the Borrower, the Guarantor and their Subsidiaries after the Closing Date; (d) any sale or other property which is obsoletedisposition described on Schedule 9.5.2 hereof; (e) the licensing in the ordinary course of business of intangible assets, worn out including trade names, trademarks, service marks and copyrights, of the Borrower, provided that such licenses do not individually or no longer in the aggregate materially impair the usefulness and value of any of such intangible asset(s) used or to be used in the business or useful operations of the Borrower as now conducted or as proposed to be conducted; and (f) the disposition of assets constituting inventory in connection with the discontinuation or partial discontinuation of a product line, provided such Person’s businessinventory is disposed of in the ordinary course of the Borrower's business operations provided that such disposition shall not exceed five percent (5%) of the consolidated inventory of the Borrower, all the Guarantor and their Subsidiaries. In the event of a disposition of inventory or other assets other than in the ordinary course of business; (d) Dispositions occurring , consistent with past practices, which disposition is permitted by this 9.5.2, the Agent shall release its security interest and liens on, as the result of a casualty eventcase may be, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper such permitted disposed assets upon receipt and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in use by the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses Agent of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized Net Proceeds from such Disposition disposition to prepay the Loans in any applicable year in excess accordance with the provisions of ten percent (10%) 3.2.2, provided that after such release no Default or Event of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsDefault shall exist.

Disposition of Assets. Each Borrower agrees that it shall The Borrowers will not, and will not permit or cause any Disposition of their respective 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 property or assets (including AccountsSubsidiary), notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so arrangement with any Person providing for the lease by any Borrower or any Subsidiary as lessee of any asset that has been sold or transferred by such Borrower or such Subsidiary to dosuch Person, exceptor agree to do any of the foregoing, except for: (ai) Dispositions sales of Motor Vehicles and other Inventory investments in the ordinary course of business; (bii) Dispositions the sale or exchange of assets, properties used or businesses by the Company or any of its Subsidiaries to any other Subsidiary or obsolete equipment to the Company; providedextent (y) the proceeds of such sale are applied towards, howeveror such equipment is exchanged for, other than Dispositions to newly created Subsidiaries which become Borrowers similar replacement equipment or (z) such equipment is no longer necessary for purposes the operations of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford the applicable Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only its applicable Subsidiary in the ordinary course of business; (ciii) Dispositions the sale, lease or other disposition of Equipment and other property which is obsolete, worn out or no longer used in or useful assets by a Subsidiary of a Borrower to such Person’s businessBorrower or to another Wholly Owned Subsidiary, all to the extent permitted by applicable Requirements of Law and each relevant Insurance Regulatory Authority; provided that (x) immediately after giving effect thereto, no Default or Event of Default would exist, (y) in no event shall Everest Group contribute, sell or otherwise transfer, or permit any Insurance Subsidiary to issue or sell, any of the Capital Stock of such Insurance Subsidiary to any Person other than a Borrower, and (z) such sale or disposition would not adversely affect the ability of any Insurance Subsidiary party thereto to pay dividends or otherwise make distributions to the Borrower; and (iv) the sale or disposition of assets outside the ordinary course of business; ; provided that (dx) Dispositions occurring as immediately after giving effect thereto, no Default or Event of Default would exist, (y) in no event shall Everest Group sell or otherwise dispose of any of the result Capital Stock or other ownership interests of Everest Bermuda or Everest International and (z) in no event shall a Borrower sell or otherwise dispose of any of the Capital Stock or other ownership interests of a casualty eventSubsidiary Borrower to the extent that, condemnation after giving effect to such sale or expropriation; other disposition, such Subsidiary Borrower is no longer (eA) Dispositions pursuant a Subsidiary of a Borrower and (B) a Borrower no longer possesses the power to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in direct or cause the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses direction of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning management and policies of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsSubsidiary Borrower.

Disposition of Assets. Each Borrower agrees that it shall The Obligors 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 properties or assets unless, after giving effect to such proposed Disposition, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the assets subject to such Disposition shall be sold for consideration not less than the fair market value of such assets, (iii) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition (whether in one or the “Disposition Date”) does not exceed 15% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to the Disposition Date and (iv) the aggregate book value of all assets that were the subject of a series Disposition during the period commencing on the date of transactions) Closing through the applicable Disposition Date does not exceed 25% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to such Disposition Date. Any Disposition of shares of stock of any property or Subsidiary shall, for purposes of this Section, be valued at an amount that bears the same proportion to the total assets (including Accountsof such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary. Notwithstanding the foregoing, notes receivable, and/or chattel paper, with or without recourse) or enter the following Dispositions shall not be taken into any agreement so to do, exceptaccount under this Section 10.9: (a) Dispositions any Disposition pursuant to a transaction consummated in accordance with Section 10.2; (b) any Disposition of Motor Vehicles and other Inventory inventory, equipment, fixtures, supplies or materials made in the ordinary course of businessbusiness at fair value; (bc) Dispositions any Disposition by the Guarantor or a Subsidiary Guarantor to the Obligors or a Subsidiary Guarantor, or by any other Subsidiary to the Obligors or another Subsidiary; and (d) any Disposition the Net Proceeds of which are applied within 365 days of the related Disposition Date to either (A) the acquisition by the Company or such Subsidiary, as the case may be, of operating assets of at least equivalent value to the assets which are the subject of such Disposition (it being understood that “operating assets” shall not include cash or cash equivalents) or (B) the redemption or repayment by the Company or such Subsidiary, properties as the case may be, of the Notes pursuant to an offer to make a prepayment or businesses by redemption of Indebtedness pursuant to Section 8.4 and of any Indebtedness ranking pari passu with the Notes (other than any such Indebtedness owing to the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, Affiliates and any such Disposition made to a Ford Borrower Indebtedness in respect of any revolving credit or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in similar facility providing the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out Company or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliateswith the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with repayment of such Indebtedness the availability of credit under such credit facility is permanently reduced by an amount no less than the amount of such repayment). (To the extent that one or more holders do not accept the Disposition Prepayment Offers or Secondary Disposition Prepayment Offers provided for in Section 8.4, the aggregate amount specified in such offers (without duplication) or businesses of shall be applied by the Company not otherwise permitted by clauses (a) through (g) or such Subsidiary to the redemption or prepayment of this Section 10.4; providedother such Indebtedness ranking pari passu with the Notes, that the proceeds realized from if any, within such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations365 day period.)

Disposition of Assets. Each Neither the Company nor the Borrower agrees that it shall not will, or permit any Loan Party to permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; Company provided, however, (i) other than Dispositions to newly created Subsidiaries which become Revolving Facility Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions, provided that if any such property so Disposed is in the Property Pool, the Borrower shall have made all necessary payments contemplated by Section 7.14; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s arms length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and7.03; (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.47.04; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations; and (i) Dispositions of the Company after satisfaction of any currently due ObligationsFinanced Properties permitted by Section 7.14.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor, (ii) by any Subsidiary to the Company or any Subsidiary Guarantor, or (iii) by any Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected 132 amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $75,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and a Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any currently due ObligationsSubsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in any Designated Escrow Subsidiary permitted under Section 7.05) to any Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each Borrower agrees that it shall The Guarantor 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 properties or assets unless (i) immediately before and after giving effect to such Disposition, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such proposed Disposition, the aggregate net book value of all assets that were the subject of a Disposition (whether in one during the period of twelve calendar months immediately preceding the date of such proposed Disposition does not exceed 10% of Consolidated Total Assets as of the end of the quarterly fiscal period of the Guarantor ended on or a series immediately prior to the last day of transactions) such twelve-month period. Any Disposition of shares of stock of any property or Subsidiary shall, for purposes of this Section, be considered a sale of assets (including Accountsand be valued at an amount that bears the same proportion to the total assets of such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary. Notwithstanding the foregoing, notes receivable, and/or chattel paper, with or without recourse) or enter the following Dispositions shall not be taken into any agreement so to do, exceptaccount under this Section 10.8: (a) Dispositions any Disposition of Motor Vehicles and other Inventory inventory made in the ordinary course of businessbusiness at fair value; (b) Dispositions of assets, properties or businesses any Disposition by a Subsidiary (other than the Company or any of its Subsidiaries Company) to any other Subsidiary an Obligor or to the Companya Wholly-Owned Subsidiary; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business;and (c) Dispositions any Disposition made for cash payable in full upon the completion thereof, the net proceeds of Equipment and other which are applied within 180 days of such completion date to (x) the acquisition of property which is obsolete, worn out or no longer assets to be used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses business of the Company not otherwise permitted by clauses Guarantor or any Subsidiary, or (ay) through the repayment of Funded Indebtedness (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in and any applicable year in excess of ten percent (10%associated premium) of the tangible assets Guarantor or any Subsidiary which by its terms is not subordinated in right of payment to the Company as Notes (provided in any case that, immediately before and after giving effect to such Disposition, no Default or Event of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsDefault shall have occurred and be continuing).

Disposition of Assets. Each Borrower agrees that it shall not permit (a) Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (ai) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (bii) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (ciii) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (div) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (hv) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (aa)(i) through (giv) of this Section 10.47.04(a); provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (vi) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (vii) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (viii) As permitted in Section 7.03; and (ix) Dispositions of assets (i) by the Company to any Syndicated Loan Party, (ii) by any Subsidiary to the Company or any Syndicated Loan Party, or (iii) by any Subsidiary that is not a Syndicated Loan Party to another Subsidiary that is not a Syndicated Loan Party; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (a)(ii), (iv), (v) or (vi), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, the 80 Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $75,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. (b) Permit any Disposition (whether in one or a series of transactions) of any currently due ObligationsFinanced Property or any portion of any Financed Property, or enter into an agreement to do so, except Permitted Financed Property Dispositions. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any Subsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in any Designated Escrow Subsidiary permitted under Section 7.05) to any Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not permit any Disposition Specified Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a “Disposition”) (whether in one or a series of related transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse, and the sale of the stock or other equity interests of any Subsidiary) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles inventory, or used, worn-out, obsolete or surplus equipment and other Inventory assets, all in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other property which is obsoletedisputes with, worn out or no longer used in or useful to such Person’s business, all customers and suppliers arising in the ordinary course of business; (d) Dispositions occurring as of assets between and among the Company and its Wholly-Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company; provided that at the time of any such Disposition, no Default or Event of Default shall exist or shall result of a casualty event, condemnation or expropriationafter giving effect to such Disposition; (e) Dispositions pursuant of accounts receivable, lease receivables and other rights to Qualified Sale/Leaseback payment, and assets related thereto, in connection with Securitization Transactions; (f) Dispositions grants of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value non-exclusive licenses in the ordinary course of businessintellectual property; (g) Dispositions as permitted in Section 10.3(c)any sale by the Company of its treasury stock; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses hereunder which are made for fair market value; provided that at the time of any such Disposition, (ai) through (g) no Default or Event of this Section 10.4; provided, that the proceeds realized from Default shall exist or shall result after giving effect to such Disposition and (ii) the aggregate consideration for all assets sold or otherwise disposed of by the Company and its Subsidiaries, together, shall not exceed (x) in any applicable fiscal year in excess 15% of ten percent (10%) of the tangible assets of the Company Consolidated Total Assets as of the beginning of such fiscal year are either reinvested within one or (1y) year in similar assets or used to repay senior Indebtedness during the term of this Agreement, 35% of Consolidated Total Assets as of the Company after satisfaction of any currently due Obligationsfiscal quarter most recently ended prior to the Closing Date.

Disposition of Assets. Each Borrower agrees that Except as permitted under Section 10.2, the Company will not, nor will it shall not permit any Disposition of its Subsidiaries to, sell, lease, transfer or otherwise dispose of (whether in one including, with respect to non-cash assets, by way of a dividend or capital contribution) (collectively a series “Disposition”) any of transactions) of any property its properties or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptunless: (a) in the good faith opinion of the Company, the Disposition is in exchange for consideration having a fair value substantially equivalent to or better than that of the property exchanged and is in the reasonable best interest of the Company and its Subsidiaries, taken as a whole; (b) immediately before and after giving effect to the Disposition, no Default or Event of Default would exist and the Company is in Pro Forma Compliance; and (c) immediately after giving effect to the Disposition, the aggregate book value of all the property that was the subject of any Disposition occurring in the then-current fiscal year of the Company would not exceed 10% of the Consolidated Net Tangible Assets as of the end of the then most recently ended fiscal year of the Company. Notwithstanding the foregoing, the following Dispositions shall not be taken into account under this Section 10.7: (i) any Disposition of Motor Vehicles and other Inventory inventory, equipment, fixtures, supplies or materials made in the ordinary course of business; (bii) any Disposition of assets determined by the Company to be obsolete, redundant or otherwise no longer used or useful for the purpose of the Company’s or Subsidiary’s business or operations; (iii) Dispositions of assets, properties cash equivalents or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only Hedging Obligations in the ordinary course of business; (civ) Dispositions distributions and dividends permitted under Section 10.8; (v) any Disposition by (A) a Subsidiary to the Company or to another Subsidiary or (B) by the Company to a Subsidiary Guarantor; (vi) issuances of Equipment and Capital Stock or other property equity interests by (A) the Company to any Person or (B) by a Subsidiary to another Subsidiary or the Company; (vii) a Qualified IPO; (viii) the creation or perfection of any Permitted Lien; and (ix) any Disposition for fair value the Net Available Amount of which is obsoleteapplied within 365 days of the date of such Disposition to (A) the permanent repayment of senior Indebtedness of the Company or any Subsidiary, worn out other than Indebtedness between or no longer among the Company and its Subsidiaries or Affiliates or (B) the acquisition of fixed assets to be used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses business of the Company not otherwise permitted by clauses (a) through (g) or any Subsidiary; provided that in connection with any such repayment of this Section 10.4; providedsenior Indebtedness, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) Company shall offer to apply a pro rata amount of the tangible assets Net Available Amount to the prepayment of the Company as of the beginning of Notes, pro rata with all other such year are either reinvested within one (1) year Indebtedness then being repaid, in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsaccordance with Section 8.4.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor, (ii) by any Subsidiary to the Company or any Subsidiary Guarantor, or (iii) by any Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected 139139 amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $75,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and a Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any currently due ObligationsSubsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in any Designated Escrow Subsidiary permitted under Section 7.05) to any Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each Borrower agrees that No Loan Party shall, nor shall it shall not permit any Disposition (whether in one of its Subsidiaries to, directly or a series of transactions) of indirectly make any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doDisposition, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions Dispositions, for fair value, of assets, properties worn-out or businesses by the Company obsolete equipment not necessary or any of its Subsidiaries to any other Subsidiary or useful to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes conduct of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of Loan Parties’ business; (c) Dispositions from any Loan Party or any of Equipment and its Subsidiaries to Borrower or any other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of businessLoan Party; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationcash and Cash Equivalents in connection with any transaction not prohibited under this Agreement; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsthe write-off, discount, sale or other Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction; (f) Dispositions of chattel paper equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (g) non-exclusive licenses and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value sublicenses of intellectual property rights in the ordinary course of businessbusiness not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Loan Parties and their Subsidiaries; (gh) the abandonment or Disposition of intellectual property rights that are no longer used or useful in the business of the Loan Parties and their Subsidiaries; (i) Dispositions constituting Restricted Payments permitted under Section 7.4 or Investments permitted under Section 7.5; (j) the disposition, termination or unwinding of any Hedge Agreement; 4858-2715-9620 v.17 78 (k) Dispositions of Accounts pursuant to a customer’s supply chain financing program so long as (i) all Accounts of the account debtor are excluded from the Borrowing Base, (ii) all proceeds of such Dispositions are paid to the Collection Account and (iii) the documentation for such program is reasonably satisfactory to the Administrative Agent; or (l) other Dispositions (other than with respect to any Accounts) not otherwise permitted under this Section 7.8; provided that: (i) no Default shall have occurred and be continuing or would result therefrom, both before and after giving effect thereto; (ii) 100% of the consideration received in Section 10.3(crespect to any such Disposition shall be cash; (iii) 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, ▇▇▇▇▇▇▇▇ shall deliver a certificate of a Responsible Officer of Borrower certifying to that effect); and (hiv) Dispositions the aggregate fair market value (as reasonably determined by Borrower in good faith) of all Property Disposed of pursuant to this clause (l) in any fiscal year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company Borrower shall not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.exceed $500,000;

Disposition of Assets. Each Borrower agrees that No Credit Party shall, nor shall it shall not permit any of its Restricted Subsidiaries to, make a Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptother than: (a) Dispositions Disposition by any Restricted Entity of Motor Vehicles any of its Properties to any Credit Party; provided that, at the reasonable request of the Administrative Agent, the receiving Credit Party shall ratify, grant and confirm the Liens on such assets (and any other Inventory related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (b) Disposition by any Restricted Entity that is not a Credit Party of any of its Properties to any other Restricted Entity that is not a Credit Party; provided that, if such Property is an Equity Interest that is Collateral or otherwise required to be Collateral under Section 5.7, then at the reasonable request of the Administrative Agent, the receiving Restricted Entity (other than a Foreign Subsidiary) shall ratify, grant and confirm the Liens on such Equity Interest (and any other related Collateral) pursuant to documentation reasonably satisfactory to the Administrative Agent; (c) Sale of inventory in the ordinary course of business; (b) Dispositions business and Disposition of assets, properties cash or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all Liquid Investments in the ordinary course of business; (d) Dispositions occurring Disposition of worn out, obsolete or surplus property in the ordinary course of business and the abandonment or other Disposition of patents, trademarks and copyrights that, in the reasonable judgment of Borrower and its Subsidiaries, should be replaced or is no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as the result of a casualty event, condemnation or expropriationwhole; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsmergers and consolidations in compliance with Section 6.7(a); (f) Dispositions Permitted Investments; (g) assignments and licenses of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value patents, trademarks or copyrights of any Restricted Entity in the ordinary course of business; (gh) Disposition of any assets required under Legal Requirements; (i) Dispositions as permitted of equipment in Section 10.3(c)the ordinary course of business the proceeds of which are reinvested in the acquisition of equipment of comparable value and type within 90 days and on which the Administrative Agent has an Acceptable Security Interest; (j) Dispositions of Equity Interests in a joint venture or Unrestricted Subsidiary; (k) leases of real or personal property in the ordinary course of business; and (hl) Dispositions in any year Disposition of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company Properties not otherwise permitted by under the preceding clauses (a) through (g) of this Section 10.46.8; providedprovided that, that such Disposition, taken together with all such other Dispositions completed since the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) Effective Date, does not exceed 5% of the tangible assets of Tangible Net Assets in the Company as of aggregate and calculated at the beginning time of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationssubject Disposition.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not suffer or permit any Disposition Restricted Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles inventory, or used, worn-out or surplus rail, ballast, track components and other Inventory equipment, all in the ordinary course of business; (b) Dispositions the sale of assetsequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, properties or businesses the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of inventory or equipment by the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary pursuant to reasonable business requirements (provided that Required Restricted Subsidiaries may not transfer any material amounts of its Subsidiaries property pursuant to this subsection 8.2(c) to any other Subsidiary or to the Company; provided, however, Person other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of businessanother Required Restricted Subsidiary); (d) Dispositions occurring any sale of equipment made for fair market value; provided that (i) at the time of sale, a Default or an Event of Default shall not exist or result from such disposition, (ii) the aggregate sales price from such sale shall be paid in cash, and (iii) the Company or a Restricted Subsidiary or, if there is a tangible economic benefit for the Company as the a result of doing so, an Unrestricted Subsidiary, leases such property from the new owner immediately after such sale and such lease has a casualty event, condemnation or expropriationterm of not less than five years; (e) Dispositions dispositions of up to $70,000,000 trade receivables pursuant to Qualified Sale/Leaseback Transactions;Permitted Receivables Securitizations; and (f) Dispositions dispositions of chattel paper real and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company personal property not otherwise permitted by clauses hereunder (a) through (g) other than any trade receivables securitization or other dispositions of this Section 10.4; providedtrade receivables), that the proceeds realized from such Disposition in any applicable year in excess permissibility of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.which shall be considered under subsection 8.2

Disposition of Assets. Each Borrower agrees that it shall The Company will not and will not permit any other member of the Group to, directly or indirectly, sell, lease, transfer or otherwise dispose of (collectively a “Disposition”) any of its assets unless, after giving effect to such proposed Disposition, the aggregate net book value of all assets of the Group that were the subject of a Disposition during the period commencing on the first day of the then current financial year of the Company and ending on the date of such proposed Disposition does not exceed 20% of Consolidated Total Assets (whether in one or a series determined as at the end of transactions) the immediately preceding financial year), provided that the following Dispositions shall not be taken into account for purposes of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, exceptthis Section 10.4: (a) Dispositions of Motor Vehicles and other Inventory inventory made in the ordinary course of businesstrading of the disposing entity; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businesscash; (c) Dispositions any Disposition for fair value (i) by any member of Equipment and other property which is obsolete, worn out the Group to the Company or no longer used in a Subsidiary Guarantor or useful (ii) by any non-Subsidiary Guarantor to such Person’s business, all in the ordinary course Company or another member of businessthe Group; (d) Dispositions occurring as of shop premises in the result ordinary course of a casualty event, condemnation or expropriationbusiness and on arm’s length commercial terms; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsany Disposition of Receivables in connection with an Existing Securitization; (f) Dispositions any Disposition of chattel paper and Cash Equivalents to third parties pursuant to arm’s length Receivables or in connection with securitization transactions for fair value in the ordinary course of businesspermitted by Section 10.3(g); (g) Dispositions any Disposition of assets in exchange for other assets comparable or superior as permitted in Section 10.3(c)to type, value and quality; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries Disposition for fair value and Affiliates) or businesses of on arm’s-length terms to the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, extent that the proceeds realized from upon such Disposition are invested within one year after the date thereof to the acquisition of assets for use in any applicable year in excess of ten percent (10%) the businesses of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets Group or used to repay senior outstanding unsubordinated Financial Indebtedness of the Company after satisfaction (any such repayment to include prepayment of any currently due ObligationsNotes pursuant to Section 8.2 in an aggregate unpaid principal amount that bears the same relation to the amount then being applied to repay Financial Indebtedness as the aggregate unpaid principal amount of the Notes bears to the aggregate unpaid principal amount of all outstanding unsubordinated Financial Indebtedness of the Group, or in lieu of such prepayment the Company may make an offer to all holders of Notes to purchase, at not less than par, Notes in an aggregate unpaid principal amount at least equal to such pro rata portion of such Financial Indebtedness being so repaid, allocated pro rata among all Notes tendered, which offer shall remain open for at least 30 days, and the requirements of this clause (h) with respect to prepayment of Notes shall be deemed to be satisfied with respect to such Disposition if such offer is made and, if accepted, consummated.

Disposition of Assets. Each Borrower agrees that it The Company and each Guarantor shall not, and shall not permit any Disposition of its respective Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, “Dispositions”) any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of businessas permitted under Sections 6.10, 7.5, 8.3, 8.4, or 8.10; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash inventory including produced Oil and only Gas in the ordinary course of business; (c) Dispositions of Equipment among the Company and other property wholly-owned Subsidiaries which is obsoleteare Guarantors; (d) used, worn out or no longer used in or useful to such Person’s business, all surplus equipment in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsof accounts and notes receivable in the ordinary course of business consistent with past practices; (f) Dispositions of chattel paper interests in Oil and Gas Properties, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Equivalents to third parties Proceeds received by the Company or such Guarantor); provided, however, that the aggregate sales prices (as of the effective date of each particular Disposition) for Dispositions made pursuant to arm’s length transactions for fair value this Section 8.2(f) during any Borrowing Base Period (as defined in the ordinary course First Lien Credit Agreement as in effect on the Effective Date) shall not exceed five percent (5%) of businessthe present value of the future cash flows from Proved Reserves included in the Oil and Gas Properties as set forth in the most recent Reserve Report delivered pursuant to Section 6.11 or 7.2(c); (g) Dispositions of interests in the Oil and Gas Properties listed on Schedule 8.2, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as permitted in Section 10.3(cNet Cash Proceeds received by the Company or such Guarantor); and, each of which were acquired as a result of the TexCal Acquisition; (h) Dispositions the Disposition of a 50% undivided interest in any year approximately ten acres of other propertyreal Property located in Carpinteria, assets California, which interest may hereafter be acquired by the Company from ExxonMobil Corporation or an Affiliate thereof; or (including capital stock of its Subsidiaries and Affiliatesi) or businesses the dividend of the Company not otherwise permitted by clauses Company’s interest in real Property located in Carpinteria, California (athe “Carpinteria Bluffs Dividend”) through (g) of this Section 10.4; provided, that and the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) dividend of the tangible assets Company’s interest in real Property located in Ventura County, California (the “Ventura Dividend”), none of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationswhich constitutes Oil and Gas Properties.

Disposition of Assets. Each Except as otherwise permitted in Section 8.03, the Borrower agrees that it shall will not and will not permit any Disposition (whether in one Subsidiary to sell, lease, assign, transfer, or a series of transactions) otherwise dispose of any property or of their respective assets (including Accountswithout limitation stock or other Equity Interests in any of the Subsidiaries or any of the voting rights of any such stock or other Equity Interests); provided, notes receivablehowever, and/or chattel paperthat the following dispositions shall be permitted so long as the Borrower and the Subsidiaries, with or without recourse) or enter into any agreement so as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to do, exceptthe fair market value of such asset being disposed and the proceeds of such disposition are deposited in accounts of Borrower maintained at the offices of Administrative Agent: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of businessbusiness of the Borrower and its Subsidiaries; (b) Dispositions non-exclusive licenses of assets, properties or businesses intellectual property and leases and licenses of other property by the Company or any of Borrower and its Subsidiaries to any other Subsidiary or their respective customers in connection with providing products and services to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only customers in the ordinary course of business;business of the Borrower and the Subsidiaries. (c) Dispositions of Equipment sales, transfers and other property which dispositions to the Borrower or any wholly-owned Subsidiary that is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of businessa Guarantor; (d) Dispositions occurring as disposition of assets that are worn out, obsolete or no longer used or useful in the result conduct of a casualty event, condemnation or expropriationthe business of the Borrower and the Subsidiaries in Borrower’s reasonable business judgment; (e) Dispositions pursuant disposition of up to Qualified Sale/Leaseback Transactions6 convenience stores during any fiscal year, the proceeds of which are applied to the Obligations; (f) Dispositions disposition of chattel paper and Cash Equivalents up to third parties pursuant to arm’s length transactions for fair 10 convenience stores during any fiscal year, which are replaced by convenience stores of similar value in within six (6) months after the ordinary course disposition of businesssuch stores; (g) Dispositions as disposition of any convenience stores during any fiscal year which are not owned by any entity which is a party to the Security Agreement, which are not subject to a Lien created under the Loan Documents or which are subject to a Lien permitted in under Section 10.3(c8.02 (b) and (c); and; (h) Dispositions other asset dispositions which do not exceed $1,000,000 in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) aggregate during the term of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsAgreement.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.through

Disposition of Assets. Each The Borrower agrees that it shall will not, and will not permit any Disposition (whether in one or a series of transactions) Subsidiary to, Dispose of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions the sale of Motor Vehicles and other Inventory Hydrocarbons in the ordinary course of business; (b) Dispositions the Disposition of assetsequipment and other property in the ordinary course of business, properties that is obsolete or businesses by no longer necessary in the Company business of the Borrower or any of its Subsidiaries to any other Subsidiary or to the Company; providedthat is being replaced by equipment of comparable value and utility; (c) Liens permitted by Section 6.03, however, other than Investments permitted by Section 6.07 and Restricted Payments permitted by Section 6.09; (d) Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only Cash Equivalents in the ordinary course of business; (ce) Dispositions any Credit Party may Dispose of Equipment and other its property which is obsolete, worn out to another Credit Party; (f) sales or no longer used in or useful to such Person’s business, all discounts of overdue accounts receivable in the ordinary course of business; (d) Dispositions occurring as , in connection with the result of a casualty eventcompromise or collection thereof, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value not in the ordinary course of businessconnection with any financing transaction; (g) other Dispositions as permitted of Oil and Gas Property (other than Hedge Modifications or Production Payments), provided that: (i) the consideration received shall be at least equal to the Fair Market Value of the Oil and Gas Property subject to such Disposition (and with respect to Dispositions involving consideration in excess of $2,000,000 individually and $10,000,000 in the aggregate for all Dispositions pursuant to this Section 10.3(c6.05, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that such Disposition was for Fair Market Value); (ii) 100% of the consideration received by the Borrower or any Subsidiary in respect of such Disposition is cash or Cash Equivalents; and (iii) the Net Cash Proceeds of such Disposition are used to prepay the Loans to the extent required pursuant to Section 2.07(a). (h) Dispositions substantially contemporaneous (and in any year event occurring within 30 days of each other) Dispositions of Oil and Gas Properties as to which no Proved Reserves are attributable in exchange for other propertyOil and Gas Properties provided that (i) the Fair Market Value of the Oil and Gas Properties exchanged by the Borrower or its Subsidiary (together with any cash) is reasonably equivalent to the Fair Market Value of the Oil and Gas Properties (together with any cash) to be received by the Borrower or its Subsidiary, assets and (ii) any cash received must be applied in accordance with Section 2.07; (i) Dispositions of seismic, geologic or other data and license rights; and (j) Hedge Modifications; provided that the consideration received for such Hedge Modification is at least equal to Fair Market Value. (k) a DrillCo Required Disposition so long as the Administrative Agent (or any designee thereof) has received within 30 days of the date on which such DrillCo Required Disposition is effected, a duly executed Mortgage granting an Acceptable Security Interest in the applicable Credit Party’s interest in the DrillCo Joint Well that is the subject of such DrillCo Required Disposition (“DrillCo Mortgage”). (l) Dispositions pursuant to a decision not to participate in an Oklahoma Corporation Commission Force Pooling Order or any relinquishment of any interests in any oil and gas leases pursuant to a non-consent provision of a standard form of joint operating agreement. (m) Any farm-out, drillco or similar arrangement with respect to any Non-Core Assets. (n) Dispositions of interests in any Subject Lease pursuant to the exercise by a third party of its right to acquire an interest therein, to the extent and pursuant to the terms of such right as in effect on the date hereof, which Disposition is effected on or before the 90th day after such Subject Lease is acquired by a Credit Party (or, in the case of Subject Leases held on the Effective Date which were not subject to a mortgage under the Existing Credit Agreement, the 90th day after the Effective Date). (o) Other dispositions and sales of Properties (including capital stock of its Subsidiaries and Affiliatesany midstream assets or gathering systems) or businesses of the Company not otherwise permitted by clauses (apursuant to this Section 6.07 having a fair market value not to exceed $5,000,000 in the aggregate for all dispositions and sales of Properties pursuant to this Section 6.05(l) through (g) for the term of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsAgreement.

Disposition of Assets. Each Borrower agrees that it shall 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 properties or assets unless, after giving effect to such proposed Disposition, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the assets subject to such Disposition shall be sold for consideration not less than the fair market value of such assets, (iii) the aggregate book value of all assets that were the subject of a Disposition during the period commencing on the first day of the then current fiscal year of the Company and ending on the date of such proposed Disposition (whether in one or the “Disposition Date”) does not exceed 15% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to the Disposition Date and (iv) the aggregate book value of all assets that were the subject of a series Disposition during the period commencing as of transactions) December 31, 2021 through the applicable Disposition Date does not exceed 25% of Consolidated Total Assets as at the end of the fiscal year of the Company ended immediately prior to such Disposition Date. Any Disposition of shares of stock of any property or Subsidiary shall, for purposes of this Section, be valued at an amount that bears the same proportion to the total assets (including Accountsof such Subsidiary as the number of such shares bears to the total number of shares of stock of such Subsidiary. Notwithstanding the foregoing, notes receivable, and/or chattel paper, with or without recourse) or enter the following Dispositions shall not be taken into any agreement so to do, exceptaccount under this Section 10.9: (a) Dispositions any Disposition pursuant to a transaction consummated in accordance with Section 10.2; (b) any Disposition of Motor Vehicles and other Inventory inventory, equipment, fixtures, supplies or materials made in the ordinary course of businessbusiness at fair value; (bc) Dispositions any Disposition by a Guarantor to the Company or another Guarantor, or by any other Subsidiary to the Company or another Subsidiary; (d) dispositions of shares in a Subsidiary, including a Wholly-Owned Subsidiary, to existing or new minority shareholders of such Subsidiary in the ordinary course of business in connection with an acquisition of Persons previously owned by such shareholders or in connection with incentive compensation arrangements; and (e) any Disposition the Net Proceeds of which are applied within 365 days of the related Disposition Date to either (A) the acquisition by the Company or such Subsidiary, as the case may be, of operating assets of at least equivalent value to the assets which are the subject of such Disposition (it being understood that “operating assets” shall not include cash or cash equivalents) or (B) the redemption or repayment by the Company or such Subsidiary, properties as the case may be, of the Notes pursuant to an offer to make a prepayment or businesses by redemption of Indebtedness pursuant to Section 8.4(a) and of any Indebtedness ranking pari passu with the Notes (other than any such Indebtedness owing to the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, Affiliates and any such Disposition made to a Ford Borrower Indebtedness in respect of any revolving credit or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in similar facility providing the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out Company or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliateswith the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with repayment of such Indebtedness the availability of credit under such credit facility is permanently reduced by an amount no less than the amount of such repayment). (To the extent that one or more holders do not accept the Disposition Prepayment Offers or Secondary Disposition Prepayment Offers provided for in Section 8.4(a), the aggregate amount specified in such offers (without duplication) or businesses of shall be applied by the Company not otherwise permitted by clauses (a) through (g) or such Subsidiary to the redemption or prepayment of this Section 10.4; providedother such Indebtedness ranking pari passu with the Notes, that the proceeds realized from if any, within such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations365 day period.)

Disposition of Assets. Each The Borrower agrees that it shall will not, and will not permit any Disposition (whether in one or a series of transactions) its Subsidiaries to, Dispose of any property or assets (asset, including Accountsany Capital Stock owned by it, notes receivable, and/or chattel paper, with or without recourse) or enter into nor will the Borrower permit any agreement so of it Subsidiaries to doissue any additional Capital Stock of such Subsidiary, except: (a) Dispositions (i) sales of Motor Vehicles inventory, obsolete or worn out equipment and other Inventory Permitted Investments and (ii) leases of real or personal property, in each case in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Subsidiary; provided that any such Dispositions involving a Subsidiary that is not a Loan Party shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businesscompliance with Section 6.5; (c) Dispositions of Equipment and assets that are not permitted by any other property which is obsoleteparagraph of this Section; provided that the aggregate gross proceeds (including any non-cash proceeds, worn out or no longer used in or useful to such Person’s business, all determined on the basis of face amount in the ordinary course case of businessnotes or similar consideration and on the basis of fair market value in the case of other non-cash proceeds) of all assets Disposed of in reliance upon this paragraph (c) shall not exceed (i) in the case of the Borrower's fiscal year 2000, $400,000,000 and (ii) in the case of each fiscal year of the Borrower thereafter, 10% of total assets of the Borrower and its consolidated Subsidiaries, determined in accordance with GAAP, as of the last day of the fiscal quarter ended immediately prior to the date of such sale; and provided further that all Dispositions permitted by this paragraph (c) shall be made for fair value and for at least 85% cash consideration; (d) Dispositions occurring as the result issuances by Inrange of shares of Inrange Class B Common Stock in a casualty event, condemnation or expropriationPermitted Subsidiary Acquisition; (e) Dispositions issuances by Inrange to management and employees of the Borrower, Inrange or any of their Subsidiaries, of options to acquire up to 7,105,700 shares of Inrange Class B Common Stock, and issuances of Inrange Class B Common Stock pursuant to Qualified Sale/Leaseback Transactionsthe exercise by such Persons, at an exercise price equal to the price per share in the initial public offering of such Class B Common Stock, of such options; (f) Dispositions issuances by Inrange to directors, management and employees of, and consultants and other providers of chattel paper services to, the Borrower, Inrange or any of their Subsidiaries, in each case in exchange for non-cash consideration provided by such Persons in the form of goods or services, of (i) Inrange Common Stock, provided that the aggregate fair market value of such Inrange Common Stock (determined as of the date such Inrange Common Stock is issued) does not exceed $10,000,000 in any fiscal year of the Borrower, and Cash Equivalents (ii) options and warrants to third parties acquire Inrange Common Stock and issuances of Inrange Common Stock pursuant to arm’s length transactions the exercise of such options and warrants, at an exercise price of not less than 85% of the fair market value of such Inrange Common Stock (determined as of the date of the grant of such options or warrants), provided that the aggregate number of shares of Inrange Common Stock covered by options and warrants granted in any fiscal year of the Borrower shall not exceed 1,500,000 (as adjusted for fair value in the ordinary course of businessstock splits, stock dividends, reverse stock splits and similar events); (g) Dispositions as permitted in Section 10.3(cissuances of Inrange Class B Common Stock pursuant to the exercise by directors and management of the Borrower, at an exercise price of $13.00 per share, of options to acquire up to 1,331,000 shares of Inrange Class B Common Stock (which options were issued by Inrange to such Persons prior to August 15, 2000); and; (h) Dispositions by the Borrower of shares of Inrange Common Stock held by the Borrower in exchange for shares of the Borrower's Capital Stock in a redemption or repurchase transaction that is otherwise expressly permitted by this Agreement; and (i) Dispositions by the Borrower of all or any year of other property, assets (including capital stock portion of its Subsidiaries and Affiliates) or businesses of interest in the Company not otherwise Emer▇▇▇ ▇▇; ▇▇ovided that all Dispositions permitted by clauses this paragraph (ai) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsshall be made for fair value and for at least 85% cash consideration.

Disposition of Assets. Each No Borrower agrees that it shall not will, nor will permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, worn out or surplus equipment, all in the ordinary course of business; (b) Dispositions sales of assets, properties unimproved parcels of real estate that are not required or businesses by the Company anticipated to be required for any Borrower’s or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessSubsidiary’s business purposes; (c) Dispositions the sale of Equipment and other property which equipment to the extent that such equipment is obsoleteexchanged for credit against the purchase price of similar replacement equipment, worn out or no longer used in or useful the proceeds of such sale are applied with reasonable promptness to the purchase price of such Person’s business, all in the ordinary course of businessreplacement equipment; (d) Dispositions occurring as the result sales or transfers by a wholly owned Subsidiary of any Borrower to a Borrower or another wholly owned Subsidiary of a casualty event, condemnation or expropriationBorrower; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsother dispositions of property during the term of this Agreement whose net book value in the aggregate does not exceed 10% of the Borrowers’ total assets as shown on its balance sheet for fiscal year 2001; (f) Dispositions commercially reasonable securitizations of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course assets of businessWFB; (g) Dispositions as permitted the sale or other disposition of (i) Investments that do not constitute Investments in Section 10.3(c); andany Borrower or any Subsidiary, and (ii) TIF Notes; (h) Dispositions the sale, merger, consolidation of WFB or all or substantially all of its assets, provided that (i) the Borrower’s Agent provides written notice to the Agent not less than ten (10) days prior to the closing of any such transaction, and (ii) at the time of and after giving effect to such transaction the Borrowers shall be in compliance with all of their obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing; or (i) the sale, merger or consolidation of (A) any Subsidiary that is not a Borrower other than WFB or (B) all or substantially all of the assets of any such Subsidiary, in each case provided that (x) the Borrower’s Agent provides to the Agent written notice not less than ten (10) days prior to the closing of any such transaction, (y) the sum of the book value of the assets transferred in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses such transactions in any consecutive 365 day period shall not exceed 25% of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible consolidated total assets of the Company Borrowers and the Subsidiaries as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness end of the Company most recently ended calendar month preceding any such transaction, and (z) at the time of, and after satisfaction giving effect to, such transaction the Borrowers shall be in compliance with all of any currently due Obligationsits obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor or (ii) by any Subsidiary to the Company or any Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $25,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements. Notwithstanding the delivery of any currently due Obligationsevidence of Pro Forma Compliance (including any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), the Revolving Borrowing Base or Used Vehicle Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change.

Disposition of Assets. Each The Borrower agrees that it shall not permit any Disposition (whether in one not, directly or a series of transactions) indirectly, sell, lease, abandon or otherwise transfer or dispose of any of its assets or property of any nature (including, without limitation, the sale of any Collateral and any sale-leaseback or assets (including Accountssimilar transaction), notes receivable, and/or chattel paper, with whether now owned or without recourse) or enter into any agreement so to dohereafter acquired, except: (a) Dispositions sales of Motor Vehicles and other Inventory inventory in the ordinary course of its business; (b) Dispositions transfers of assetsassets or property not constituting Collateral to the Borrower or a wholly-owned Subsidiary of the Borrower; (c) trade-ins of equipment for new equipment useful in the business of the Borrower or any of its Subsidiaries; provided that if the property so transferred is Collateral, properties the Bank shall have a perfected first priority security interest in the new equipment subject to no Liens other than Permitted Liens; (d) sales or businesses by dispositions of equipment (other than Collateral) which is obsolete or no longer used or useful in the Company business of the Borrower or any of its Subsidiaries, with a fair market value not exceeding $3,000,000 in the aggregate in any fiscal year; (e) transfers of property of the Borrower or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only up to $5,000,000 in any fiscal year in like-kind exchanges pursuant to Section 1031 of the Code; provided that if the property so transferred is Collateral, the Bank shall have a perfected first priority security interest in the in the acquired property subject to no Liens other than Permitted Liens; (f) sales or dispositions of the assets of the Borrower or any of its Subsidiaries (other than Collateral) not in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful business with a fair market value not to such Person’s business, all exceed $1,000,000 in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value aggregate in the ordinary course of businessany fiscal year; (g) Dispositions as permitted transfers of assets or property constituting Investments in Section 10.3(c); andPermitted Joint Ventures; (h) Dispositions transfers of equipment (other than Collateral) in any connection with sale-leaseback transactions provided that (i) in each case, the equipment subject to such transaction has an invoice date within one year of other propertythe date of such transfer, assets and (including capital stock ii) the sales price of its Subsidiaries and Affiliates) or businesses of all such equipment shall not exceed $10,000,000 in the Company not otherwise permitted by clauses (a) through (g) aggregate during the term of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year Agreement; (i) other sales or transfers of real property not in excess of ten percent Five Million and 00/100 Dollars (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations$5,000,000.00).

Disposition of Assets. Each of Parent and Borrower agrees that it shall not permit any Disposition (whether in one not, and shall cause its Subsidiaries to not, directly or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or indirectly enter into any agreement so to dosell, except: assign, farm-out, convey or otherwise transfer any Oil and Gas Property included in the most recently delivered Reserve Report or any other asset constituting Collateral except for (a) Dispositions the sale of Motor Vehicles and other Inventory hydrocarbons in the ordinary course of business; ; (b) Dispositions farmouts of assets, properties undeveloped acreage and assignments in connection with such farmouts; (c) the sale or businesses transfer of equipment and other property that is obsolete or no longer necessary for the business of such Loan Party or is replaced by equipment of at least comparable value and use; (d) the Company sale or other disposition (including casualty events) of any Oil and Gas Property or any interest therein or any Subsidiary owning Oil and Gas Properties; provided that (i) 100% of its Subsidiaries to any the consideration received in respect of such sale or other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower disposition shall be made on an arms-length basis for cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value for of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as such value is reasonably determined by Parent or Borrower and certified in a certificate of a Responsible Officer of Parent or Borrower), (iii) if such sale or other disposition (whether individually or in the aggregate with all related sales and dispositions) during any period between two successive Borrowing Base redeterminations has a fair market value in excess of one percent (1%) of the then effective Borrowing Base, Parent or Borrower shall provide Administrative Agent ten (10) Business Days advance notice of such sale or disposition, (iv) if such sale or other disposition results in the Combined Disposition/Derivative Threshold being exceeded, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the Borrowing Base value, if any, assigned to such Property during the most recent Borrowing Base redetermination, and the net cash proceeds from such sale or disposition shall be applied within one (1) Business Day following the consummation of such sale or disposition to any Borrowing Base deficiency that results from the Borrowing Base being reduced due to such sale or disposition, (v) if such sale or other disposition is of a Subsidiary owning Oil and only Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary and (vi) no Default or Event of Default exists or would result from such sale or other disposition; (e) sales and other dispositions of Properties not regulated by Section 8.02(a) through (d) having a fair market value not to exceed $5,000,000 during any 12-month period; (f) Liens permitted by Section 8.01, Investments permitted by Section 8.04 and Restricted Payments permitted by Section 8.09; (g) sales and other dispositions of property from any Loan Party to another Loan Party; and (h) sales or discounts of overdue accounts receivable in the ordinary course of business; (c) Dispositions of Equipment , in connection with the compromise or collection thereof, and other property which is obsolete, worn out or no longer used not in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in connection with any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsfinancing transaction.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries Subsidiaries, including Disposition of assets, including Franchises, the Disposition of which the Company determines to any other Subsidiary or to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and 140 (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor, (ii) by any Subsidiary to the Company or any Subsidiary Guarantor, or (iii) by any Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $25,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and a Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of any currently due Obligationssuch Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not suffer or permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) Dispositions the sale of assetsequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, properties or businesses the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; and (c) dispositions of inventory or equipment by the Company or any Subsidiary to the Company or any Subsidiary pursuant to reasonable business requirements; (d) dispositions of (i) Permitted Receivables pursuant to Permitted Receivables Purchase Facilities, provided that the value of all Permitted Receivables so sold by the Company and its Subsidiaries shall not exceed $15,000,000 at any time outstanding; and (ii) Permitted Offshore Receivables pursuant to Permitted Receivables Purchase Facilities, provided that the value of all Permitted Offshore Receivables so sold by the Company and its Subsidiaries shall not exceed $20,000,000 at any time outstanding; (e) the sale of the Wilsonville Facility for fair market value (as determined in good faith at the time of such sale by the board of directors of the Company); provided that no Default or Event of Default then exists or would result from such sale; (f) the sale of any property listed on Schedule 7.02 for fair market value (as determined in good faith at the time of such sale by the board of directors of the Company or the applicable Subsidiary, as the case may be); provided that no Default or Event of Default then exists or would result from such sale; and (g) dispositions not otherwise permitted hereunder which are 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 net book value of all assets so sold by the Company and its Subsidiaries, together, shall not exceed in any fiscal year $10,000,000, and (iii) any such disposition made pursuant to this subsection (g) shall not be of accounts receivable of the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsSubsidiaries.

Disposition of Assets. Each Borrower agrees that it The Company and each Guarantor shall not, and shall not permit any Disposition of its respective Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, "Dispositions") any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of businessas permitted under Sections 6.10, 7.5, 8.3, 8.4, or 8.10; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash inventory including produced Oil and only Gas in the ordinary course of business; (c) Dispositions of Equipment among the Company and other property wholly-owned Subsidiaries which is obsoleteare Guarantors; (d) used, worn out or no longer used in or useful to such Person’s business, all surplus equipment in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsof accounts and notes receivable in the ordinary course of business consistent with past practices; (f) Dispositions of chattel paper interests in Oil and Gas Properties, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Equivalents to third parties Proceeds received by the Company or such Guarantor); provided, however, that the aggregate sales prices (as of the effective date of each particular Disposition) for Dispositions made pursuant to arm’s length transactions for fair value this Section 8.2(f) during any Borrowing Base Period (as defined in the ordinary course First Lien Credit Agreement as in effect on the Effective Date) shall not exceed five percent (5%) of businessthe present value of the future cash flows from Proved Reserves included in the Oil and Gas Properties as set forth in the most recent Reserve Report delivered pursuant to Section 6.11 or 7.2(c); (g) Dispositions of interests in the Oil and Gas Properties listed on Schedule 8.2, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as permitted in Section 10.3(cNet Cash Proceeds received by the Company or such Guarantor); and, each of which were acquired as a result of the TexCal Acquisition; (h) Dispositions the Disposition of an interest in any year approximately ten acres of other property, assets real Property that may hereafter be acquired by the Company from ExxonMobil Corporation or an Affiliate thereof; or (including capital stock of its Subsidiaries and Affiliatesi) or businesses the dividend of the Company not otherwise permitted by clauses Company's interest in real Property located in Carpinteria, California (athe "Carpinteria Bluffs Dividend") through (g) of this Section 10.4; provided, that and the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) dividend of the tangible assets Company's interest in real Property located in Ventura County, California (the "Ventura Dividend"), none of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationswhich constitutes Oil and Gas Properties.

Disposition of Assets. Each The Borrower agrees that it shall will not, and will not ---------------------- permit any Disposition (whether of its Subsidiaries to, become a party to or agree to or effect any disposition of assets, other than the sale of lots, homes and VOI's, in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory each case in the ordinary course of business;business consistent with past practices, without the prior written approval of the Majority Banks, except as set forth below: (i) The Borrower or such Subsidiary may sell or substitute assets so long as (a) such sales are for cash to unrelated third parties in an arms length transaction, (b) Dispositions of assetssuch assets are not, properties or businesses by the Company or any of its Subsidiaries and are not intended to any other Subsidiary or to the Company; providedbe, howeverCollateral, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions the proceeds of Equipment and other property which is obsolete, worn out or no longer used in or useful to each such Person’s business, all sale are deposited in the ordinary course BKB Concentration Account, and applied in accordance with the provisions of business; ss.2.10, and (d) Dispositions occurring as the result no Default or Event of a casualty eventDefault has occurred and is continuing, condemnation or expropriation;would occur after giving effect to such disposition. (eii) Dispositions pursuant FMB and the VB Originating Subsidiaries may sell or substitute Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper the Borrower, and Cash Equivalents the Borrower may sell or substitute Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to third parties pursuant FAC, and FAC may sell or substitute Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other propertyFCC, assets (including capital stock of its Subsidiaries FRC and Affiliates) or businesses of the Company not otherwise permitted by clauses FFC, provided that (a) through the terms of each such sale are no less ------------- favorable than those contained in the Operating Agreement (gwith respect to sales from FMB and the VB Originating Subsidiaries to the Borrower and sales from the Borrower to FAC) of this Section 10.4; providedor the Receivables Purchase Agreements (with respect to sales from FAC to FCC, that FRC and FFC), and (b) the proceeds realized from of each such Disposition sale are deposited in any applicable year the BKB Concentration Account and applied in excess accordance with the provisions of ten percent ss.2.10 or ss.2.11, as applicable, or, if such sale is by FAC and the FAC Credit Agreement is still in force and effect, as required by the FAC Credit Agreement, and (10%c) no Default or Event of Default has occurred or is continuing, or would occur after giving effect to such disposition. (iii) The Borrower or its Subsidiaries may sell Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to unrelated third parties provided that (a) each such sale is for cash, (b) ------------- the purchase price of the tangible assets Base Contracts sold shall not be less than 80% of the Company principal components of such Base Contracts plus all accrued and unpaid interest on such Base Contracts, (c) the proceeds of each such sale are deposited in the BKB Concentration Account and applied in accordance with the provisions of ss.2.10 or ss.2.11, as applicable, or, if such sale is by FAC and the FAC Credit Agreement is still in force and effect, as required by the FAC Credit Agreement, and (d) no Default or Event of Default has occurred or is continuing, or would occur after giving effect to such disposition. (iv) The Borrower or its Subsidiaries may sell Base Contracts and beneficial interests in VOIs and Lots underlying such Base Contracts to special-purpose bankruptcy-remote Subsidiaries of FAC (other than FCC, FRC and FFC) pursuant to Securitizations permitted by ss.9.1(g), provided that ------------ (a) the cash portion of the beginning purchase price of the Base Contracts sold shall not be less than 80% of the principal components of such year Base Contracts plus all accrued and unpaid interest on such Base Contracts, (b) the cash proceeds of such sale are either reinvested within one deposited in the BKB Concentration Account and applied in accordance with the provisions of ss.2.10 or ss.2.11, as applicable, or, if such sale is by FAC and the FAC Credit Agreement is still in force and effect, as required by the FAC Credit Agreement, and (1c) year in similar assets no Default or used Event of Default has occurred and is continuing, or would occur after giving effect to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationssuch disposition.

Disposition of Assets. Each Borrower agrees that it The Company and each Guarantor shall not, and shall not permit any Disposition of the Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, “Dispositions”) any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of businessas permitted under Sections 6.10, 7.5, 8.3, 8.4, or 8.10; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash inventory including produced Oil and only Gas in the ordinary course of business; (c) Dispositions of Equipment among the Company and other property wholly-owned Restricted Subsidiaries which are Guarantors; (d) Property that is (i) used, worn out, obsolete, worn out depleted, uneconomic, or no longer used in or useful to such Person’s business, all surplus disposed of in the ordinary course of business; , (dii) Dispositions occurring as no longer necessary for the result business of a casualty eventsuch Person, condemnation or expropriation(iii) contemporaneously replaced by Property of at least comparable value and use; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsof accounts and notes receivable in the ordinary course of business consistent with past practices; (f) Dispositions of chattel paper interests in Oil and Gas Properties included in the then-effective Borrowing Base, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Equivalents to third parties Proceeds received by the Company or such Guarantor); provided, however, that the aggregate sales prices (as of the effective date of each particular Disposition) for Dispositions made pursuant to arm’s length transactions for fair value this Section 8.2(f) during any Borrowing Base Period shall not exceed 10% of the then effective Borrowing Base; provided further, however, that any such aggregate Disposition of Oil and Gas Properties in any Borrowing Base Period which result in the ordinary course receipt on a cumulative basis in such period of businessNet Cash Proceeds in excess of 5% of the then effective Borrowing Base (considering any net production proceeds from the effective date of any Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Proceeds received by the Company or such Guarantor) shall immediately and automatically, and without the need for further act or evidence, reduce the Borrowing Base on a dollar-for-dollar basis (based on the amount attributable by the Administrative Agent to the sold Oil and Gas Properties in the most recent Borrowing Base determination under Section 2.6) and any resulting Deficiency shall be immediately cured by the Company pursuant to Section 2.6(f)(i); (g) Dispositions as permitted the sale or other Disposition of any Unrestricted Subsidiary; (h) the sale or other Disposition of any Oil and Gas Properties not included in Section 10.3(cthe then-effective Borrowing Base (other than the Disposition of the Hastings Assets); and (hi) Dispositions in the sale or other Disposition of all or any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses portion of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4Hastings Assets; provided, however, that to the proceeds realized from such Disposition in extent any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning Hastings Assets include Proved Reserves, upon such sale or other Disposition of such year are either reinvested within one (1) year assets, the then-effective Borrowing Base shall be reduced by an amount equal to the value assigned to such assets in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsthen effective Borrowing Base, as determined by the Administrative Agent.

Disposition of Assets. Each The Borrower agrees that shall not, nor shall it shall not permit any of its Subsidiaries to, make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doassets, except: (ai) (x) Dispositions of Motor Vehicles inventory or equipment (in each case, that is not material to the business of the Borrower or the other Loan Parties, taken as a whole) or immaterial assets in the ordinary course of business (including on an intercompany basis) and other Inventory (y) the leasing or subleasing of real property in the ordinary course of business; (bii) Dispositions of assetsobsolete or worn out property or other property that, properties in the reasonable judgment of the Borrower, is (A) no longer useful in its business (or businesses in the business of any Subsidiary or the Borrower) or (B) otherwise economically impracticable to maintain; (iii) Dispositions of Cash and/or Cash Equivalents and/or other assets that were Cash Equivalents when the relevant original Investment was made; (iv) Dispositions, mergers, amalgamations, consolidations or conveyances that constitute (w) Investments permitted pursuant to Section 6.06 (other than Section 6.06(g)), (x) Permitted Liens and (y) Restricted Payments permitted by Section 6.04(a) (other than Section 6.04(a)(iv)); (v) Dispositions of assets to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property; (vi) Dispositions of notes receivable or accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or in connection with the collection or compromise thereof; (vii) Dispositions and/or terminations in the ordinary course of business of leases or subleases, (i) the Disposition or termination of which will not materially interfere with the business of the Borrower and its Subsidiaries or (ii) which relate to closed facilities or the discontinuation of any product line (other than a discontinuation caused by the Company sale or other transfer of such product line); (viii) Dispositions of property subject to casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); (ix) to the extent otherwise restricted by this Section 6.07, the consummation of the Transactions; (x) [reserved]; (xi) non-exclusive licensing, sublicensing and cross-licensing arrangements involving IP Rights of the Borrower or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessbusiness which do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (cxii) Dispositions terminations or unwinds of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Derivative Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (hxiii) Dispositions in any year the compromise, settlement, release or surrender of a contract, tort or other propertylitigation claim, assets (including capital stock of its Subsidiaries and Affiliates) arbitration or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsother dispute.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including the capital stock of Subsidiaries and Franchises) by the Company or any of its Subsidiaries to any other Subsidiary or to Subsidiaries; provided that (A) no Event of Default will result from such Disposition, (B) the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower Company shall be made on an arms-length basis for fair market value for cash in compliance with Section 7.11, (C) the Total Revolving Outstandings shall not exceed the lesser of the pro forma Revolving Borrowing Base or the Aggregate Revolving Commitments, (D) the Total Used Vehicle Floorplan Outstandings shall not exceed the lesser of the pro forma Used Vehicle Floorplan Borrowing Base or the Aggregate Used Vehicle Floorplan Commitments and only (E) the Total New Vehicle Floorplan Outstandings shall not exceed the Aggregate New Vehicle Floorplan Commitments, in the ordinary course of business;each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar useful assets or used to repay the Obligations, or, with the consent of the Administrative Agent, other senior Indebtedness (without any permanent reduction of any applicable Commitments); (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper, Accounts arising from the wholesale of parts and accessories, and retail sales contracts, in each case in arms-length transactions for fair value in the ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Company to any Subsidiary Guarantor, (ii) by any Subsidiary to the Company or any Subsidiary Guarantor, or (iii) by any Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor; provided, however, that if the recipient of such assets would be a Restricted Subsidiary (after giving effect to such Disposition), such recipient shall be a Subsidiary Guarantor; provided, that in the case of a Disposition pursuant to clause (b), (d), (e) or (f), (i) if the aggregate expected Disposition Proceeds of such Disposition are greater than $50,000,000, the Company shall have given notice to the Administrative Agent stating the proposed date of such Disposition and the expected amount of Disposition Proceeds, and (ii) if the aggregate expected Disposition Proceeds of such Disposition are greater than $75,000,000, or after giving pro forma effect to such Disposition either the Revolving Borrowing Base or the Used Vehicle Floorplan Borrowing Base is decreased by more than ten percent (10%), (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Disposition and all other Dispositions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after satisfaction giving effect to such Disposition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and a Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements. The Revolving Borrowing Base or Used Vehicle Floorplan Borrowing Base (as applicable) shall not change as a result of such Disposition until such Disposition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Disposition occurs or if the date of such Disposition or amount of such Disposition Proceeds has changed or is expected to change. Notwithstanding anything to the contrary contained in this Section 7.04, neither the Company nor any currently due ObligationsSubsidiary may make any Disposition (other than, to the extent constituting a Disposition, any Investment in any Designated Escrow Subsidiary permitted under Section 7.05) to any Designated Escrow Subsidiary during the term of this Agreement.

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doAsset Disposition, except: (a) Dispositions sales of Motor Vehicles and other Inventory inventory in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions sales, trade-ins or dispositions of assetsused, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in surplus equipment or useful to such Person’s business, all property for value in the ordinary course Ordinary Course of businessBusiness, (c) so long as no Event of Default shall exist, (i) sales and transfers of any property or asset (other than material Intellectual Property) in connection with a Sale and Leaseback Transaction that complies with the requirements of Section 10.2.18 and (ii) non-exclusive licenses of Intellectual Property in the Ordinary Course of Business; (d) Dispositions occurring as the result termination of a casualty event, condemnation lease of real or expropriationpersonal Property that could not reasonably be expected to have a Material Adverse Effect; (e) Dispositions pursuant a transfer of Property by a Subsidiary or Obligor to Qualified Sale/Leaseback Transactionsan Obligor (provided, if transferred from a Borrowing Base Party, such Obligor shall also be a Borrowing Base Party of the same Class); (f) other Asset Dispositions (of chattel paper Property other than Borrowing Base Assets) in any Fiscal Year that, together with all other property of the Obligors and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course their Subsidiaries previously Disposed of businessas permitted by this clause (f) during any Fiscal Year, does not exceed $5,000,000; (g) Dispositions as a Distribution permitted in under Section 10.3(c); and10.2.4; (h) Dispositions in any year for fair market value of other equipment or real property to the extent that (i) such equipment or real 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 equipment or real property, assets ; (including capital stock of its Subsidiaries and Affiliatesi) or businesses Dispositions that consist of the Company sale or discount of overdue accounts receivable (other than accounts receivable of a UK Borrower unless Agent has provided consent to such disposition by the relevant UK Borrower) that are not otherwise Eligible Accounts in the Ordinary Course of Business, but only in connection with the compromise or collection thereof; and (j) any assignment or sale of Accounts pursuant to an Approved Supplier Finance Arrangement. provided that all Asset Dispositions permitted by clauses hereby (aother than with respect to clause (j) through (gabove) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) shall be for fair market value and at least 75% of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year consideration paid therefor shall be in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationscash.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of Motor Vehicles and assets, other Inventory than (i) the sale of Investments permitted pursuant to Section 9.3 hereof, (ii) leases of assets in the ordinary course of business; business consistent with past practices, (biii) Dispositions in connection with a substitution pursuant to Section 6.3 of assetsthis Term Loan Agreement, properties (iv) sales of Containers to Persons that are not Sanctioned Persons (which may include CAL or businesses by another affiliate of the Company Borrower) for Sales Proceeds paid in cash of not less than the sum of the then the greater of: (aa) the fair market value, or (bb) the Net Book Values of the Containers and/or Leases to be sold, regardless of whether such sales are considered to have been made in the ordinary course of business provided that (x) no adverse selection criteria was utilized in selecting assets to be included in such sale and (y) the concentration of lessees are the same before and after such sale, (v) so long as an Early Amortization Event, Event of Default or Borrowing Base Deficiency is not then continuing or would result from such sale, sales of Containers and/or Leases, in the ordinary course of business (including any such sales resulting from the sell/repair decision of the Manager) to Persons that are not Sanctioned Persons regardless of the amount of Sales Proceeds realized therefrom, (vi) in connection with a sale to a Lessee or its Subsidiaries to any other Subsidiary or designee pursuant to the Companyterms of a Direct Finance Lease, (vii) sales of obsolete or irreparably damaged Containers to Persons that are not Sanctioned Persons, (viii) sales of a Container subject to an Event of Loss, or (ix) if an Early Amortization Event shall have occurred and be continuing, sales of Containers to unaffiliated third parties (that are not Sanctioned Persons) in bonafide arm’s length transactions within the normal course of business for cash Sales Proceeds not less than the sum of the Net Book Values, of such Containers (including any such sales resulting from the sell/repair decision of the Manager); provided, however, other than Dispositions that the sum of the Net Book Values of all Containers sold or transferred pursuant to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreementsclauses (ii), any such Disposition made to a Ford Borrower or a GM Borrower (iv), (v), and (ix) shall be made on an arms-length basis for fair market value for cash and only not, in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsoleteaggregate, worn out or no longer used in or useful exceed an amount equal to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses 5% of the Company not otherwise permitted by clauses (a) through (g) Aggregate Net Book Value of this Section 10.4; provided, that at the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) end of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsAvailability Period.

Disposition of Assets. Each No Borrower agrees that it shall not will, nor will permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) Dispositions sales of assets, properties unimproved parcels of real estate that are not required or businesses by the Company anticipated to be required for any Borrower’s or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessSubsidiary’s business purposes; (c) Dispositions the sale of Equipment and other property which equipment to the extent that such equipment is obsoleteexchanged for credit against the purchase price of similar replacement equipment, worn out or no longer used in or useful the proceeds of such sale are applied with reasonable promptness to the purchase price of such Person’s business, all in the ordinary course of businessreplacement equipment; (d) Dispositions occurring as the result sales or transfers by a wholly-owned Subsidiary of any Borrower to a Borrower or another wholly-owned Subsidiary of a casualty event, condemnation or expropriationBorrower; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsother dispositions of property during the term of this Agreement whose net book value in the aggregate does not exceed 10% of the Borrowers’ total assets as shown on its balance sheet for fiscal year 2003; (f) Dispositions commercially reasonable securitizations of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course assets of businessWFB; (g) Dispositions as permitted the sale or other disposition of (i) Investments that do not constitute Investments in Section 10.3(c); andany Borrower or any Subsidiary, and (ii) economic development bonds; (h) Dispositions the sale, merger, consolidation of WFB or all or substantially all of its assets, provided that (i) the Borrower’s Agent provides written notice to the Agent not less than ten (10) days prior to the closing of any such transaction, and (ii) at the time of and after giving effect to such transaction the Borrowers shall be in compliance with all of their obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing; or (i) the sale, merger or consolidation of (A) any Subsidiary that is not a Borrower other than WFB or (B) all or substantially all of the assets of any such Subsidiary, in each case provided that (x) the Borrower’s Agent provides to the Agent written notice not less than ten (10) days prior to the closing of any such transaction, (y) the sum of the book value of the assets transferred in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses such transactions in any consecutive 365 day period shall not exceed 25% of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible consolidated total assets of the Company Borrowers and the Subsidiaries as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness end of the Company most recently ended calendar month preceding any such transaction, and (z) at the time of, and after satisfaction giving effect to, such transaction the Borrowers shall be in compliance with all of any currently due Obligationsits obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, "Dispositions") any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except, so long as no Default or Event of Default results therefrom: (a) Dispositions of Motor Vehicles inventory including produced Oil and other Inventory Gas in the ordinary course of businessbusiness for cash on a current basis; (b) Dispositions of assetssurplus, properties unused, obsolete or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an armsworn-length basis for fair market value for cash and only out equipment in the ordinary course of business, provided Borrower shall give the Lender notice prior to any sale thereof; (c) Dispositions of Equipment Oil and other property which is obsolete, worn out or no longer used Gas Properties in or useful an amount not to such Person’s business, all exceed $10,000 in the ordinary course of businessany fiscal year; (d) Dispositions occurring of Oil and Gas Properties to third parties not Affiliates of Borrower, with prior written notice to the Lender of any such Dispositions and provided Borrower receives, in exchange for such Dispositions, Oil and Gas Properties of like kind and greater or equal fair market value, which upon acquisition shall be covered by a either a new Mortgage or supplement to Mortgage substantially in the form of Exhibit E hereto, as the result of a casualty event, condemnation or expropriationapplicable; (e) Dispositions pursuant of the West Texas Properties for fair market value, with prior written notice to Qualified Sale/Leaseback Transactions;the Lender of any such Dispositions, and provided that upon the Lender's request, 50% of the proceeds from any such Dispositions shall be used to repay the Loans; and (f) In the event the Purchase Note is not paid in full or refinanced by Lender on or before its maturity either by an additional Loan pursuant to Section 2.01 or additional equity capital arranged by Lender or its Affiliates or a combination thereof, then Borrower may make Dispositions of chattel paper Oil and Cash Equivalents Gas Properties at market value upon fair and reasonable terms on an arm's length basis, satisfactory to third parties pursuant Lender, to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used extent necessary to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsPurchase Note in full.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not suffer or permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (collectively, a "Disposition") (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse, and the sale of the stock or other equity interests of any Subsidiary) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles inventory, or used, worn-out, obsolete or surplus equipment and other Inventory assets, all in the ordinary course of business; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Company; providedextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, however, other than Dispositions or the proceeds of such sale are reasonably promptly applied to newly created Subsidiaries which become Borrowers for purposes the purchase price of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessreplacement equipment; (c) Dispositions of Equipment assets received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other property which is obsoletedisputes with, worn out or no longer used in or useful to such Person’s business, all customers and suppliers arising in the ordinary course of business; (d) Dispositions occurring as of assets between and among the Company and its Wholly- Owned Subsidiaries and the Disposition of assets from any other Subsidiary to the Company or a Wholly-Owned Subsidiary of the Company; provided that at the time of any such Disposition, no Default or Event of Default shall exist or shall result of a casualty event, condemnation or expropriationafter giving effect to such Disposition; (e) Dispositions pursuant of accounts receivable, lease receivables and other rights to Qualified Sale/Leaseback payment, and assets related thereto, in connection with Securitization Transactions;; and (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses hereunder which are made for fair market value; provided that (ai) through (g) at the time of this Section 10.4; providedany such Disposition, that the proceeds realized from no Default or Event of Default shall exist or shall result after giving effect to such Disposition and (ii) the aggregate sales price of all assets so sold by the Company and its Subsidiaries, together, shall not exceed in any applicable fiscal year in excess of ten percent (10%) 5% of the tangible total consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP, as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsfiscal year.

Disposition of Assets. Each Borrower agrees that it The Company and each Guarantor shall not, and shall not permit any Disposition of its respective Subsidiaries that are Guarantors to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, “Dispositions”) any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do), except: (a) Dispositions of Motor Vehicles permitted under Sections 8.3, 8.4, or 8.9 and other Inventory in the ordinary course of businessLiens permitted by Section 8.1; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash inventory (including produced Oil and only Gas) in the ordinary course of business; (c) Dispositions of Equipment among the Company and other property which is wholly-owned Subsidiaries that are Guarantors; (d) obsolete, used, worn out or no longer used in or useful to such Person’s business, all surplus equipment in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsof accounts and notes receivable in the ordinary course of business consistent with past practices; (f) Dispositions of chattel paper interests in Oil and Gas Properties, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Equivalents to third parties Proceeds received by the Company or such Guarantor); provided, however, that the aggregate sales prices (as of the effective date of each particular Disposition) for Dispositions made pursuant to arm’s length transactions for fair this Section 8.2(f) during any Borrowing Base Period shall not exceed 5% of the present value of the future cash flows from Proved Reserves included in the Oil and Gas Properties as set forth in the most recent Reserve Report delivered pursuant to Section 6.11 or 7.2(c); (g) the abandonment of any well or forfeiture, surrender or release by the Company or any Guarantor of any lease in the ordinary course of businessbusiness which is not materially disadvantageous in any way to the Lenders and which, in the Company’s or such Guarantor’s opinion, is in the best interest of the Company or such Guarantor; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of Property other propertythan Hydrocarbon Interests to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property; (i) Dispositions of Cash Equivalents; (j) farm-out agreements or participation agreements, assets or leases, subleases, licenses or sublicenses of Property (including capital stock real Property and intellectual Property but excluding Oil and Gas Properties with which Proved Reserves are associated) in the ordinary course of its Subsidiaries business and Affiliates) or businesses which do not materially interfere with the business of the Company not otherwise permitted and its Subsidiaries; (k) transfers of Property subject to Recovery Events upon receipt of the Net Cash Proceeds of such Recovery Event; or (l) other Dispositions of Property by clauses the Company and the Guarantors (a) through (g) of this Section 10.4other than Oil and Gas Properties); provided, however, that (i) at the proceeds realized time of such Disposition, no Event of Default shall exist or would result from such Disposition Disposition, (ii) the aggregate book value of all Property Disposed of in any applicable year reliance on this Section 8.2(l) shall not exceed $3,750,000 and (iii) the sale price for such Property (if in excess of ten percent (10%$375,000) of the tangible assets of shall be paid to the Company as of the beginning of or such year are either reinvested within one (1) year in similar assets Guarantor for not less than 75% cash or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsCash Equivalent consideration.

Disposition of Assets. Each The Borrower agrees that it shall will not, and will not permit any Disposition (whether in one or a series of transactions) Subsidiary to, Dispose of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, Property except: (a) Dispositions the sale of Motor Vehicles and other Inventory Hydrocarbons in the ordinary course of business; (b) Dispositions the Disposition of assetsequipment and other Property in the ordinary course of business, properties that is obsolete or businesses by no longer necessary in the Company business of the Borrower or any of its Subsidiaries to any other Subsidiary or to the Company; providedthat is being replaced by equipment of comparable value and utility; (c) Liens permitted by Section 6.03, however, other than Investments permitted by Section 6.07 and Restricted Payments permitted by Section 6.09; (d) Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only Cash Equivalents in the ordinary course of business; (ce) any Credit Party may Dispose of its Property to another Credit Party; (f) sales or discounts of overdue accounts receivable in the ordinary course of business, in connection with the compromise or collection thereof, and not in connection with any financing transaction; (g) other Dispositions of Oil and Gas Property (other than Hedge Modifications or Production Payments), provided that: (i) the consideration received shall be at least equal to the Fair Market Value of the Oil and Gas Property subject to such Disposition (and with respect to Dispositions involving consideration in excess of $2,000,000 individually and $10,000,000 in the aggregate for all Dispositions pursuant to this Section 6.05, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that such Disposition was for Fair Market Value); (ii) 100% of the consideration received by the Borrower or any Subsidiary in respect of such Disposition is cash or Cash Equivalents; and (iii) the Net Cash Proceeds of such Disposition are used to prepay the Loans to the extent required pursuant to Section 2.07(a). (h) substantially contemporaneous (and in any event occurring within 30 days of each other) Dispositions of Equipment Oil and Gas Properties as to which no Proved Reserves are attributable in exchange for other property which Oil and Gas Properties provided that (i) the Fair Market Value of the Oil and Gas Properties exchanged by the Borrower or its Subsidiary (together with any cash) is obsoletereasonably equivalent to the Fair Market Value of the Oil and Gas Properties (together with any cash) to be received by the Borrower or its Subsidiary, worn out and (ii) any cash received must be applied in accordance with Section 2.07; (i) Dispositions of seismic, geologic or no longer used in or useful to such Person’s business, all other data and license rights in the ordinary course of business; (dj) Dispositions occurring as Hedge Modifications; provided that the result of a casualty event, condemnation or expropriationconsideration received for such Hedge Modification is at least equal to Fair Market Value; (ek) a DrillCo Required Disposition so long as the Administrative Agent (or any designee thereof) has received within 30 days of the date on which such DrillCo Required Disposition is effected, a duly executed Mortgage granting an Acceptable Security Interest in the applicable Credit Party’s interest in the DrillCo Joint Well that is the subject of such DrillCo Required Disposition; (l) Dispositions pursuant to Qualified Sale/Leaseback Transactionsa decision not to participate in an Oklahoma Corporation Commission Force Pooling Order or any relinquishment of any interests in any oil and gas leases pursuant to a non-consent provision of a standard form of joint operating agreement; (fm) Any farm-out, drillco or similar arrangement with respect to any Non-Core Assets; (n) Dispositions of chattel paper and Cash Equivalents to third parties interests in any Subject Lease pursuant to arm’s length transactions for fair value the exercise by a third party of its rights to acquire an interest therein, to the extent and pursuant to the terms of such right to acquire an interest therein, to the extent and pursuant to the terms of such right as in effect on the date hereof, which Disposition is effected on or before the 90th day after such Subject Lease is acquired by a Credit Party (or, in the ordinary course case of business; (g) Dispositions as permitted in Section 10.3(cSubject Leases held on the Effective Date, the 90th day after the Effective Date); and (ho) Other Dispositions in any year and sales of other property, assets Properties (including capital stock of its Subsidiaries and Affiliatesany midstream assets or gathering systems) or businesses of the Company not otherwise permitted by clauses (apursuant to this Section 6.05 having a Fair Market Value not to exceed $5,000,000 in the aggregate for all Dispositions and sales of Properties pursuant to this Section 6.05(o) through (g) for the term of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsAgreement.

Disposition of Assets. Each None of the Borrower agrees that it shall not permit or any Disposition (whether in one --------------------- Restricted Subsidiary will become a party to or a series agree to or effect any disposition of transactions) of any property or assets (including Accountsassets, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: other than (a) Dispositions the sale by the Borrower or a Restricted Subsidiary of Motor Vehicles and other Inventory inventory in the ordinary course of business; , consistent with past practices, or (b) Dispositions of assets, properties or businesses the sale by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an armsRestricted Subsidiary of assets pursuant to the sale-length basis for fair market value for cash and only in the ordinary course of business; leaseback transactions permitted under (S)10.6 hereof, (c) Dispositions sales by the Borrower or a Restricted Subsidiary to third parties of Equipment Capital Assets for fair and other property reasonable value in cash, the proceeds of which is obsoleteare reinvested or committed to be reinvested as Capital Expenditures in similar Capital Assets within 365 days of such sale, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as sales by the result of Borrower or a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents Restricted Subsidiary to third parties of assets for fair and reasonable value, provided that, with -------- respect to sales under this clause (d): (i) no Default or Event of Default pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(cS)14.1(a); and , (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliatesb) or businesses (c) hereof (only with regard to (S)11 hereof) shall have occurred and be continuing at the time of the Company not otherwise permitted by clauses such sale and no such Default or Event of Default will exist after giving effect to such sale; (aii) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten at least eighty percent (1080%) of the tangible purchase price for such assets is received in cash and the cash net proceeds (after appropriate reserves and holdbacks) from such sales in excess of $1,000,000 are applied (A) immediately upon receipt thereof to reimburse the Company as Borrower or its Restricted Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking, (B) immediately upon receipt thereof to pay any outstanding amounts due under the Revolving Credit Loans and the Acquisition Loans and (C) within 365 days of the beginning of such year are either reinvested within one receipt (1) year in similar assets or used if prior to repay senior Indebtedness the end of the Company Disbursement Period, to permanently reduce the Acquisition Loan Commitment in an amount equal to such net cash proceeds, or (2) if after satisfaction the end of the Disbursement Period, to prepay the Acquisition Loan, such prepayment to be applied against the scheduled installments of principal due on the Acquisition Loan in the inverse order of maturity; (iii) the Borrower or such Restricted Subsidiary has delivered any currently due Obligations.promissory note or other instrument received by the Borrower or such Restricted Subsidiary in connection with such sale to the Agent to be held in pledge

Disposition of Assets. Each Borrower agrees that it No Loan Party shall not permit make any Disposition (whether in one or a series of transactions) of any property or assets (including AccountsAsset Disposition, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except:other than (a) Dispositions an Asset Disposition of Motor Vehicles and other Inventory in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions an Asset Disposition of assetsEquipment and other Property that, properties or businesses by in the Company or aggregate during any of its Subsidiaries to any other Subsidiary or to the Company; providedtwelve (12) month period, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to has a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business$4,000,000 or less; (c) Dispositions an Asset Disposition of Equipment and Inventory or other property which Property that is obsolete, worn surplus, unmerchantable, worn-out or no longer used in or useful to such Person’s business, all otherwise unsalable in the ordinary course Ordinary Course of businessBusiness; (d) Dispositions occurring as the result an Asset Disposition that is a termination of a casualty eventlease of real or personal Property that is not necessary for the Ordinary Course of Business, condemnation or expropriationcould not reasonably be expected to have a Material Adverse Effect and does not result from a Loan Party’s default; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsan Asset Disposition that is approved in writing by Agent and Required Lenders as a “Permitted Asset Disposition”; (f) Dispositions dispositions of chattel paper and Cash Equivalents Property (including but not limited to third parties pursuant to armIntellectual Property rights) that is no longer necessary, used or useful for such Loan Party’s length transactions for fair value in the ordinary course of businessbusiness as conducted prior thereto or thereafter contemplated; (g) Dispositions as dispositions of Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property; (h) a disposition of Equipment under Section 8.5.2; (i) a transfer of Property by a Subsidiary of any Loan Party to a Loan Party; (j) dispositions of Property between and among Loan Parties; (k) dispositions permitted by Section 10.2.5, 10.2.6 and/or 10.2.10; (l) sale-leaseback transactions in Section 10.3(c)connection with financing of equipment or other property used in the Ordinary Course of Business of a Loan Party that is not prohibited under this Agreement; (m) licensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business; (n) voluntary termination by a Loan Party of a Hedging Agreement; and (ho) Dispositions transfers of cash or Cash Equivalents that are in any year the Ordinary Course of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company Business provided that transferor is not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsrendered insolvent.

Disposition of Assets. Each Borrower agrees that it Loan Party shall not, and shall not suffer or permit any Disposition of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do), except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, all in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions the sale of assetsequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, properties or businesses the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions of inventory and equipment by Parent or any other Loan Party to any other Loan Party pursuant to reasonable business requirements and in the Company Ordinary Course of Business; provided, that no such disposition by any Borrower to any Guarantor shall be permitted hereunder unless Administrative Borrower shall have provided to the Agent at least five Business Days prior written notice of such disposition and an updated Borrowing Base Certificate demonstrating that after giving effect to the consummation of such disposition, no Overadvance shall have occurred or would result therefrom; (d) the lease or sublease of real property by Parent or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only Persons in the ordinary course Ordinary Course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationBusiness; (e) Dispositions the sale of cash equivalents and other short term money market investments in the Ordinary Course of Business pursuant to Qualified Sale/Leaseback TransactionsParent’s or any of its Subsidiaries’ usual and customary cash management policies and procedures; the use of cash and cash equivalents for purposes not prohibited hereby; (f) Dispositions of chattel paper and Cash Equivalents to third parties dispositions pursuant to arm’s length sales and leaseback transactions for fair value in the ordinary course of businesspermitted under Section 8.13; (g) Dispositions dispositions of real property which are made for Fair Market Value (as permitted determined in Section 10.3(cgood faith by Administrative Borrower); provided, that at the time of any disposition, no Event of Default shall exist or shall result from such disposition; and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company dispositions not otherwise permitted hereunder which are made for Fair Market Value (as determined in good faith by clauses (a) through (g) of this Section 10.4Administrative Borrower); provided, that (i) at the proceeds realized time of any disposition, no Event of Default shall exist or shall result from such Disposition disposition, (ii) if the aggregate fair market value of the assets subject to such disposition (in any applicable year in excess transaction or series of ten percent (10%related transactions) is equal to or greater than $5,000,000, then not less than 75% of the tangible assets aggregate purchase price for such disposition shall be paid in cash, (iii) no disposition by Parent of any of its equity interest in BMC West Corporation or SelectBuild Construction, Inc. shall be permitted hereunder, (iv) no disposition by any Loan Party of Accounts or Inventory (or any Equity Securities of any Persons that have an interest in any Accounts or Inventory) shall be permitted hereunder unless Administrative Borrower shall have provided to the Company as of the beginning Agent at least five Business Days prior written notice of such year are either reinvested within one disposition and an updated Borrowing Base Certificate demonstrating that after giving effect to the consummation of such disposition, no Overadvance shall have occurred or would result therefrom, and (1v) year the Net Proceeds of such disposition shall be applied in similar assets accordance with Section 2.07(b), if applicable. Notwithstanding anything in this agreement to the contrary, each Loan Party shall not and shall not permit any of its Subsidiaries to, deposit any ABL Priority Collateral (as defined in the Intercreditor Agreement), or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsproducts or proceeds thereof, into the Designated Notes Account.

Disposition of Assets. Each Borrower agrees that it The Company and each Guarantor shall not, and shall not permit any Disposition of the Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, “Dispositions”) any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of businessas permitted under Sections 6.10, 7.5, 8.3, 8.4, or 8.10; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash inventory including produced Oil and only Gas in the ordinary course of business; (c) Dispositions of Equipment among the Company and other property wholly-owned Restricted Subsidiaries which are Guarantors; (d) Property that is (i) used, worn out, obsolete, worn out depleted, uneconomic, or no longer used in or useful to such Person’s business, all surplus disposed of in the ordinary course of business; , (dii) Dispositions occurring as no longer necessary for the result business of a casualty eventsuch Person, condemnation or expropriation(iii) contemporaneously replaced by Property of at least comparable value and use; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsof accounts and notes receivable in the ordinary course of business consistent with past practices; (f) Dispositions of chattel paper interests in Oil and Gas Properties included in the then-effective Borrowing Base, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Equivalents to third parties Proceeds received by the Company or such Guarantor); provided, however, that the aggregate sales prices (as of the effective date of each particular Disposition) for Dispositions made pursuant to arm’s length transactions for fair value this Section 8.2(f) during any Borrowing Base Period shall not exceed 10% of the then effective Borrowing Base; provided, further, however, that any such aggregate Disposition of Oil and Gas Properties in any Borrowing Base Period which result in the ordinary course receipt on a cumulative basis in such period of businessNet Cash Proceeds in excess of 5% of the then effective Borrowing Base (considering any net production proceeds from the effective date of any Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Proceeds received by the Company or such Guarantor) shall immediately and automatically, and without the need for further act or evidence, reduce the Borrowing Base on a dollar-for-dollar basis (based on the amount attributable by the Administrative Agent to the sold Oil and Gas Properties in the most recent Borrowing Base determination under Section 2.6) and any resulting Borrowing Base Deficiency shall be immediately cured by the Company pursuant to Section 2.6(f)(i); (g) Dispositions as permitted the sale or other Disposition of any Unrestricted Subsidiary; (h) the sale or other Disposition of any Oil and Gas Properties not included in Section 10.3(cthe then-effective Borrowing Base (other than the Disposition of the Hastings Assets); and (hi) Dispositions in the sale or other Disposition of all or any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses portion of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4Hastings Assets; provided, however, that to the proceeds realized from such Disposition in extent any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning Hastings Assets include Proved Reserves, upon such sale or other Disposition of such year are either reinvested within one (1) year assets, the then-effective Borrowing Base shall be reduced by an amount equal to the value assigned to such assets in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligationsthen effective Borrowing Base, as determined by the Administrative Agent.

Disposition of Assets. Each Borrower agrees that it The Company and each Guarantor shall not, and shall not permit any Disposition of the Restricted Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of (collectively, “Dispositions”) any property or assets Property (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of businessas permitted under Sections 6.10, 7.5, 8.3, 8.4, or 8.10; (b) Dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash inventory including produced Oil and only Gas in the ordinary course of business; (c) Dispositions of Equipment among the Company and other property wholly-owned Restricted Subsidiaries which is obsoleteare Guarantors; (d) used, worn out or no longer used in or useful to such Person’s business, all surplus equipment in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsof accounts and notes receivable in the ordinary course of business consistent with past practices; (f) Dispositions of chattel paper interests in Oil and Gas Properties, or portions thereof, that are sold for fair cash consideration (considering any net production proceeds from the effective date of any such Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Equivalents to third parties Proceeds received by the Company or such Guarantor); provided, however, that the aggregate sales prices (as of the effective date of each particular Disposition) for Dispositions made pursuant to arm’s length transactions for fair value this Section 8.2(f) during any Borrowing Base Period shall not exceed 10% of the Borrowing Base; provided further, however, that any such aggregate Disposition of Oil and Gas Properties in any Borrowing Base Period which result in the ordinary course receipt on a cumulative basis in such period of business; Net Cash Proceeds in excess of 5% of the Borrowing Base (gconsidering any net production proceeds from the effective date of any Disposition to the closing thereof that are credited against the purchase price payable at such closing as Net Cash Proceeds received by the Company or such Guarantor) Dispositions as permitted shall immediately and automatically, and without the need for further act or evidence, reduce the Borrowing Base on a dollar-for-dollar basis (based on the amount attributable by the Administrative Agent to the sold Oil and Gas Properties in the most recent Borrowing Base determination under Section 10.3(c2.6) and any resulting Deficiency shall be immediately cured by the Company pursuant to Section 2.7(f)(ii); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company as of the beginning of such year are either reinvested within one (1) year in similar assets sale or used to repay senior Indebtedness of the Company after satisfaction other disposition of any currently due ObligationsUnrestricted Subsidiary.

Disposition of Assets. Each (a) The Borrower agrees that it shall not, and shall not permit any Disposition (whether in one or a series of transactions) its Subsidiaries, to Dispose of any property or assets (including AccountsIntellectual Property, notes receivableProprietary Information, and/or chattel paperaccounts and rights to 73. 80 payment), with whether now owned or without recourse) hereafter acquired, or enter into any agreement so to domake any Disposition of such assets, except: except as permitted under subsection (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business;b). (b) Section 7.04(a) shall not apply to or restrict: (i) (A) the Spin-Off Transaction; or (B) at any time prior to the Spin-Off Consummation Date, Dispositions of assets, properties or businesses by New Ceridian Assets that would be permitted under the Company or any New Ceridian Credit Agreement if such assets were at such time assets of its Subsidiaries to any other Subsidiary or New Ceridian; (ii) the sale of equipment to the Companyextent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are reasonably promptly, but in no event more than 30 days, applied to the purchase price of such replacement equipment; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers that: (A) the replacement equipment has comparable value and is of the same type, and used for purposes of complying with Dealer/Manufacturer Agreementsthe same purpose, as the equipment sold; (B) the Person selling equipment under this subsection is the same Person that purchases any replacement equipment; (C) any such Disposition made sale is conducted at arm's length and under commercially reasonable terms; and (D) to a Ford Borrower or a GM Borrower the extent there exists more than $1,000,000 of Net Cash Proceeds from all such equipment sold which have not yet been invested in replacement equipment, such amount shall be made on an arms-length basis promptly applied under Section 2.05(a); (iii) the transfer of assets by the Borrower (A) to any of its Material Subsidiaries if such transfer is a sale for fair market value for cash and only in the ordinary course of businessconsideration received by the Borrower is cash; or (B) to any Wholly-Owned Subsidiary; (civ) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all Revocable licenses in the ordinary course Ordinary Course of businessBusiness of Intellectual Property of the Borrower or its Subsidiaries to third parties (other than a Niel▇▇▇ ▇▇) ▇▇on commercially reasonable terms and that do not, singly or in the aggregate, result in a Material Adverse Effect; (dA) Dispositions occurring as assignments and sales to a Permitted Niel▇▇▇ ▇▇ ▇▇ software used or usable for the compilation of data solely derived from PPM Technology, and to the extent, but only to the extent, consistent with the Niel▇▇▇ ▇▇ ▇▇▇ion Agreement; and (B) Revocable, non-exclusive licenses of software and other Intellectual Property to a Permitted Niel▇▇▇ ▇▇ ▇▇ the Ordinary Course of Business upon commercially reasonable terms that do not, singly or in the aggregate, result of in a casualty event, condemnation or expropriationMaterial Adverse Effect; (evi) Dispositions pursuant the license by the Borrower of its PPM Technology, solely for the purpose of audience measurement, to Qualified Sale/Leaseback Transactionsa Permitted Niel▇▇▇ ▇▇ ▇▇ the extent, but only to the extent, consistent with the Niel▇▇▇ ▇▇ Option Agreement, and otherwise in form and substance satisfactory to the Administrative Agent and the Required Lenders; (fvii) Dispositions the non-transferable, exclusive U.S. license by the Borrower of chattel paper its "Critical Band Encoding Technology" to Nielsen and Cash Equivalents the license to third parties pursuant a Permitted Niel▇▇▇ ▇▇ ▇▇ encoding patents, to arm’s length transactions for fair value the extent, but only to the extent, consistent with the Niel▇▇▇ ▇▇ ▇▇▇ion Agreement, and otherwise in form and substance reasonably satisfactory to the ordinary course of businessAdministrative Agent and the Required Lenders; (gviii) Dispositions the Disposition of assets or stock of Ceridian Info Tech (India) Private Limited and CSW Research Limited; provided that no Intellectual Property or Proprietary Information is Disposed of as permitted in Section 10.3(c)part of any such Disposition, other than Intellectual Property and Proprietary Information that is not materially related to the Arbitron Business; andand further provided that the total aggregate value of all assets and stock transferred pursuant to this clause does not exceed $3,500,000; (hix) Dispositions the transfer by any Subsidiary of the Borrower of assets (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Material Subsidiary; or (x) transfers by the Borrower or its Subsidiaries totaling on a consolidated, aggregate basis for all such transfers in any fiscal year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company an amount not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent $1,000,000; provided that (10%A) of each such transfer is otherwise permitted pursuant to the tangible assets of Loan Documents, (B) the consideration paid to the Company as or its Subsidiaries in connection with each such transfer is exclusively in the form of cash or Cash Equivalents, (C) unused transfers permitted by this subsection (b)(x) shall not accrue to the beginning following year, and (D) after giving effect to each such transfer there shall exist no Default or Event of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsDefault.

Disposition of Assets. Each Borrower agrees that it shall not permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of Motor Vehicles and assets, other Inventory than (i) the sale of Investments permitted pursuant to Section 9.3 hereof, (ii) leases of assets in the ordinary course of business; business consistent with past practices, (biii) Dispositions sales of assetsContainers to Affiliates of the Borrower that are not Sanctioned Persons for Sales Proceeds paid in cash of not less than the sum of the then the greater of (aa) the fair market value, properties or businesses by (bb) the Company Net Book Values or Net Present Value of Direct Finance Lease Receivables, as the case may be, of the Containers and/or Leases to be sold, regardless of whether such sales are considered to have been made in the ordinary course of business so long as no Early Amortization Event, Event of Default or Borrowing Base Deficiency is then continuing or would result from such sale, (iv) sales of Containers and/or Leases, in the ordinary course of business (including any such sales resulting from the sell/repair decision of the Manager) to Persons that are not Affiliates regardless of the amount of Sales Proceeds realized therefrom so long as no Early Amortization Event or Borrowing Base Deficiency is then continuing or would result from such sale, (v) in connection with a sale to a Lessee or its Subsidiaries to any other Subsidiary or designee pursuant to the Companyterms of a Direct Finance Lease, (vi) sales of a Container subject to an Event of Loss or (vii) if an Early Amortization Event shall have occurred and be continuing, sales of Containers to unaffiliated third parties (that are not Sanctioned Persons) in bonafide arm’s length transactions within the normal course of business for cash Sales Proceeds not less than the sum of the Net Book Value or Net Present Value of Direct Finance Lease Receivables, as the case may be, of such Containers (including any such sales resulting from the sell/repair decision of the Manager); provided, however, other than Dispositions that the sum of the Net Book Values or Net Present Value of Direct Finance Lease Receivables, as the case may be, of all Containers sold or transferred pursuant to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreementsclause (vii) shall not, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsoleteaggregate, worn out or no longer used in or useful exceed an amount equal to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses 5% of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company Aggregate Net Book Value as of the beginning Conversion Date. (b) The Borrower will not become a party to or agree to or effect any sale, transfer, conveyance, lease or other disposition of such year are either reinvested within one (1) year in similar assets all, or used to repay senior Indebtedness substantially all, of the Company Containers subject to a Direct Finance Lease unless, immediately after satisfaction of any currently due Obligationsgiving effect to such transaction, no Borrowing Base Deficiency would then exist.

Disposition of Assets. Each No Borrower agrees that it shall not will, nor will permit any Disposition Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) of any property or assets (including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) Dispositions sales of assets, properties unimproved parcels of real estate that are not required or businesses by the Company anticipated to be required for any Borrower’s or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of businessSubsidiary’s business purposes; (c) Dispositions the sale of Equipment and other property which equipment to the extent that such equipment is obsoleteexchanged for credit against the purchase price of similar replacement equipment, worn out or no longer used in or useful the proceeds of such sale are applied with reasonable promptness to the purchase price of such Person’s business, all in the ordinary course of businessreplacement equipment; (d) Dispositions occurring as the result sales or transfers by a wholly-owned Subsidiary of any Borrower to a Borrower or another wholly-owned Subsidiary of a casualty event, condemnation or expropriationBorrower; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsother dispositions of property during the term of this Agreement whose net book value in the aggregate does not exceed 10% of the Borrowers’ total assets as shown on its balance sheet for fiscal year 2004; (f) Dispositions commercially reasonable securitizations of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course assets of businessWFB; (g) Dispositions as permitted the sale or other disposition of (i) Investments that do not constitute Investments in Section 10.3(c); andany Borrower or any Subsidiary, and (ii) economic development bonds; (h) Dispositions the sale, merger, consolidation of WFB or all or substantially all of its assets, provided that (i) the Borrowers’ Agent provides written notice to the Administrative Agent not less than ten (10) days prior to the closing of any such transaction, and (ii) at the time of and after giving effect to such transaction the Borrowers shall be in compliance with all of their obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing; or (i) the sale, merger or consolidation of (A) any Subsidiary that is not a Borrower other than WFB or (B) all or substantially all of the assets of any such Subsidiary, in each case provided that (x) the Borrowers’ Agent provides to the Administrative Agent written notice not less than ten (10) days prior to the closing of any such transaction, (y) the sum of the book value of the assets transferred in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses such transactions in any consecutive 365 day period shall not exceed 25% of the Company not otherwise permitted by clauses (a) through (g) of this Section 10.4; provided, that the proceeds realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible consolidated total assets of the Company Borrowers and the Subsidiaries as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness end of the Company most recently ended calendar month preceding any such transaction, and (z) at the time of, and after satisfaction giving effect to, such transaction the Borrowers shall be in compliance with all of any currently due Obligationsits obligations under the Loan Documents and no Default or Event of Default shall have occurred and be continuing.

Disposition of Assets. Each Borrower agrees that it shall not permit Permit any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to do, except: (a) Dispositions of Motor Vehicles and other Inventory inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses (including Subsidiaries and Franchises) by the Company Borrower or any of its Subsidiaries to any other Subsidiary Subsidiaries, transferred or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes otherwise disposed of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business;, including Disposition of assets, including Franchises, the Disposition of which the Borrower determines to be in its best interest; provided that (A) no Event of Default will result from such Disposition, (B) the Borrower shall be in compliance with Section 7.11 and (C) the Total Outstandings shall not exceed the lesser of the Borrowing Base and the Aggregate Commitments, in each case, after giving effect to such Disposition. (c) Dispositions of Equipment equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company Borrower not otherwise permitted by clauses (a) through (gd) of this Section 10.47.04; provided, provided that the proceeds Net Cash Proceeds (excluding income taxes reasonably estimated to be actually payable within two years of the date of such Disposition as a result of any gain recognized in connection therewith) realized from such Disposition in any applicable year in excess of ten percent (10%) of the tangible assets of the Company Borrower as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness the Obligations; (f) Dispositions pursuant to Qualified Sale/Leaseback Transactions so long as no Event of Default exists under Section 8.01(b) or (e); (g) Dispositions of chattel paper and retail sales contracts in arms-length transactions for fair value in the Company after satisfaction ordinary course of business; (h) As permitted in Section 7.03; and (i) Dispositions of assets (i) by the Borrower to any currently due ObligationsSubsidiary Guarantor or (ii) by any Subsidiary to the Borrower or any Subsidiary Guarantor.

Disposition of Assets. Each Borrower agrees that No Loan Party shall, nor shall it shall not permit any Disposition (whether in one of its Subsidiaries to, directly or a series of transactions) of indirectly make any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doDisposition, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of business; (b) Dispositions Dispositions, for fair value, of assets, properties worn-out or businesses by the Company obsolete equipment not necessary or any of its Subsidiaries to any other Subsidiary or useful to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes conduct of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of Loan Parties’ business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful from any Loan Party to such Person’s business, all in the ordinary course of businessBorrower; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationcash and Cash Equivalents in connection with any transaction not prohibited under this Agreement; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsthe write-off, discount, sale or other Disposition of defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction; (f) Dispositions non-exclusive licenses and sublicenses of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value intellectual property rights in the ordinary course of businessbusiness not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Loan Parties and their Subsidiaries; (g) Dispositions as permitted the abandonment or Disposition of intellectual property rights that are no longer used or useful in Section 10.3(c); andthe business of the Loan Parties and their Subsidiaries; (h) Dispositions in of Property resulting from any year casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, such Property; (i) Dispositions constituting Restricted Payments permitted under Section 7.4 or investments permitted under Section 7.5; or (j) other propertyDispositions of Property (other than Accounts, assets (including capital stock of its Subsidiaries and AffiliatesInventory or material Intellectual Property) or businesses of the Company not otherwise permitted under this Section 7.8; provided that the aggregate fair market value (as reasonably determined by clauses (a) through (gthe Borrower in good faith) of all Property Disposed of pursuant to this Section 10.4; provided, that the proceeds realized from such Disposition clause (j) in any applicable year in excess twelve month period shall not exceed the greater of ten percent (10%i) $500,000 or (ii) 1% of the tangible assets of Line Cap (determined based on the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due Obligations.most recently delivered Borrowing Base Certificate). CREDIT AGREEMENT – Page 106

Disposition of Assets. Each Borrower agrees that it shall not permit Make any Disposition (whether in one or a series of transactions) of any property or assets (including Accounts, notes receivable, and/or chattel paper, with or without recourse) or enter into any agreement so to doAsset Disposition, except: (a) Dispositions of Motor Vehicles and other Inventory in the ordinary course of businessa Permitted Asset Disposition; (b) Dispositions sales or other dispositions of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only Equipment in the ordinary course Ordinary Course of Business that are damaged, worn-out, obsolete or no longer used or useable by any Obligor in its respective business; (c) Dispositions the sale, discount or transfer of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all delinquent Accounts that are not Eligible Accounts in the ordinary course Ordinary Course of businessBusiness for purposes of collection, so long as no Default or Event of Default exists; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriationdispositions constituting mergers and consolidations permitted by Section 10.2.9; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactionsdispositions necessarily resulting from Investments permitted by Section 10.2.5 or Distributions permitted by Section 10.2.4; (f) Dispositions so long as no Default or Event of chattel paper and Cash Equivalents Default then exists or arises as a result thereof, the wind up, liquidation or dissolution of any Obligor, other than a Borrower (unless such wind up, liquidation or dissolution of a Borrower has been consented to third parties pursuant by Agent, which consent shall not be unreasonably withheld or delayed) or a Subsidiary, other than a Borrower (unless such wind up, liquidation or dissolution of a Borrower has been consented to arm’s length transactions for fair value by Agent, which consent shall not be unreasonably withheld or delayed), if (i) such wind up, liquidation or dissolution is in the ordinary course best interest of businessParent and is not disadvantageous to Agent or Lenders in any way and (ii) the assets of such Obligor or Subsidiary are transferred to the Borrower and/or Guarantor which is (or are) the owner(s) of such Obligor or Subsidiary; (g) Dispositions the issuance of Equity Interests by any Obligor, or any Subsidiary thereof, to the extent not otherwise prohibited by the terms of this Agreement; provided, however, that Agent shall, substantially concurrently with such issuance, be granted a Lien on such Equity Interests so issued to any Obligor as security for the Obligations; (h) a transfer of Property by an Obligor to another Obligor or from any Subsidiary to an Obligor in the Ordinary Course of Business and which complies with the requirements of Section 10.2.17, provided, however, that each such transfer of Property must be made subject to the continuation of Agent’s Lien on such Property so transferred; (i) the sale or other disposition of any Equipment or Real Estate (including Equipment which constitutes a part of the Primary Plant, but otherwise excluding the Primary Plant) to the extent such asset is, within 90 days after the date of such sale or other disposition, replaced with an asset used in the Ordinary Course of Business having equal or greater value than the asset sold or otherwise disposed of or the proceeds thereof are applied to Capital Expenditures permitted hereunder; (j) expenditures of cash and Cash Equivalents in the Ordinary Course of Business (except to the extent that such expenditures are elsewhere restricted or prohibited by, or are otherwise inconsistent with, this Agreement); (k) the sale for fair consideration of assets, including Equipment (including equipment which constitutes a part of the Primary Plant) but excluding the Primary Plant (other than Equipment) and the Company Headquarters, for which the aggregate fair market value of all such assets sold pursuant to this Section 10.2.6(k) does not exceed $20,000,000 in the aggregate during any Fiscal Year, provided that all Net Proceeds from the sale of Collateral constituting Equipment and Real Estate pursuant to this Section 10.2.6(k) (other than an aggregate amount not to exceed $250,000 during any Fiscal Year) are applied to prepay the Loans if and to the extent necessary to eliminate any Overadvance that would exist if the Borrowing Base at such time were redetermined to exclude the Fixed Asset Formula Amount from such determination (or, stated differently, if the Borrowing Base at such time were redetermined based upon the assumption that the Fixed Asset Formula Amount were zero), with the balance (if any, after giving effect to prepayment of the Loans in such amount) remitted to the owner(s) of the assets so sold or otherwise disposed of (or, if Section 5.3.1 requires a greater amount of such Net Proceeds to be applied to prepay the Revolver Loans, Section 5.3.1 shall control); (l) the sale or other disposition of assets, including Equipment which constitutes a part of the Primary Plant but otherwise excluding the Primary Plant, for fair market value if (but only if), after giving effect thereto, Borrowers are in pro forma compliance with the financial covenant set forth in Section 10.3(c10.3.1 (as if such financial covenant were in effect (i.e., without regard to whether any Trigger Period is then in effect) and as if such sale or other disposition had occurred as of the first day of the earliest Fiscal Quarter which would then be included in the relevant consecutive Fiscal Quarter period for purposes of determining compliance with Section 10.3.1 as of the last day of the Fiscal Quarter then most recently ended); (m) Parent may sell the Company Headquarters at a price which is equal to or greater than fair market value or otherwise reasonably acceptable to Agent, and Parent may enter into a sale and leaseback transaction otherwise prohibited by this Agreement with respect thereto (such transactions to be excluded from the limitations on the Net Proceeds set forth above in Section 10.2.6(k); (n) the sale of any Joint Venture interests in Wholesome Sweeteners, Inc. or LSR for full and fair consideration; (o) any Asset Dispositions of (i) the Gramercy Assets to LSR as required by the Joint Venture Agreements of LSR or (ii) any other Real Estate not required by this Agreement to be subject to a Mortgage; (p) the creation or perfection of a Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of such Permitted Lien; (q) the lease or sublease of any property in the Ordinary Course of Business to the extent not otherwise prohibited by the terms of this Agreement; and (hr) Dispositions Permitted IP Dispositions; provided, however, that (i) the sales or other dispositions referred to in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company not otherwise permitted by clauses (a) through (gr) preceding shall not be permitted unless Agent, for the benefit of itself and Secured Parties, has a perfected, first priority Lien (subject only to Permitted Liens) on all proceeds (including, without limitation, any property or asset received in exchange for or replacement of the property or asset sold or otherwise disposed of) of this Section 10.4; providedsuch sale or other disposition at the time of such sale or other disposition, that (ii) except for Permitted IP Dispositions, no trademarks, service marks, tradenames, or other Intellectual Property of any material value may be sold or otherwise disposed of without the proceeds realized from such Disposition in any applicable year in excess prior written consent of ten percent Agent, and (10%iii) Borrowers shall at all times retain the full and complete right to sell all of the tangible assets of the Company their Inventory utilizing all trademarks, service marks, tradenames, and other Intellectual Property which is, as of the beginning Closing Date, utilized in connection with the sale thereof, other than packaging Inventory on which is imprinted or otherwise contained trademarks, service marks, or tradenames which are not owned by any Borrower or other Obligor and on which trademarks, service marks, tradenames, or other Intellectual Property of such year Borrowers and Obligors are either reinvested within one (1) year in similar assets not imprinted or used to repay senior Indebtedness of the Company after satisfaction otherwise contained. Obligors shall apply all Net Proceeds of any currently due Obligationssuch Asset Disposition to the Loans to the extent required by Section 5.2 and/or Section 5.3.

Disposition of Assets. Each Borrower agrees that it The Company shall not, and shall not permit any Disposition Subsidiary to, directly or indirectly, (x) issue any equity interests of any Subsidiary to any Person (other than a Joint Venture) 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) of any property or assets (property, including Accounts, accounts and notes receivable, and/or chattel paper, with or without recourse) recourse (each, an “Asset Disposition”), or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; (b) Dispositions the sale of assetsequipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, properties or businesses the proceeds of such sale are reasonably promptly applied to the purchase price of such replacement equipment; (c) dispositions made by the Company or any of its Subsidiaries Subsidiary to any other Wholly-Owned Subsidiary which is a Guarantor, or dispositions made by any Subsidiary to the Company; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business; (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation;dispositions made in connection with Investments permitted under Section 8.04; and (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company dispositions not otherwise permitted by clauses hereunder which are made for fair market value; provided that (ai) through (g) at the time of this Section 10.4; providedany disposition, that the proceeds realized no Default or Event of Default shall exist or shall result from such Disposition in any applicable year in excess disposition, and (ii) the aggregate value of ten percent all assets so sold by the Company and its Subsidiaries after the Effective Date, together, shall not (x) represent more than 10%) % of the tangible total assets of the Company and its Subsidiaries as of the beginning last day of such year are either reinvested within one the fiscal quarter most recently ended for which the Company has delivered financial statements pursuant to Section 7.01 or (1y) year in similar assets or used be related to repay senior Indebtedness more than 10% of the consolidated net income of the Company after satisfaction and its Subsidiaries for the 12-month period ending as of the end of the fiscal quarter next preceding the date of determination; provided that no Asset Disposition with respect to the equity interests or Indebtedness of any currently due ObligationsSubsidiary or any note or account receivable may be made if such Asset Disposition would be prohibited by the terms of the Note Agreement.

Disposition of Assets. Each Borrower agrees that it Guarantor shall not, and shall --------------------- not suffer or permit any Disposition of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) of any property or assets Assets (including Accounts, accounts and notes receivable, and/or chattel paper, receivable (with or without recourse) and equipment sale-leaseback transactions) or enter into any agreement so to dodo any of the foregoing, except: (a) Dispositions dispositions of Motor Vehicles and other Inventory inventory, or used, outmoded, worn-out or surplus equipment, all in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions the sale of assets, properties or businesses by the Company or any of its Subsidiaries to any other Subsidiary or equipment to the Companyextent 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; provided, however, other than Dispositions to newly created Subsidiaries which become Borrowers for purposes of complying with Dealer/Manufacturer Agreements, any such Disposition made to a Ford Borrower or a GM Borrower shall be made on an arms-length basis for fair market value for cash and only in the ordinary course of business;and (c) Dispositions of Equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a casualty event, condemnation or expropriation; (e) Dispositions pursuant to Qualified Sale/Leaseback Transactions; (f) Dispositions of chattel paper and Cash Equivalents to third parties pursuant to arm’s length transactions for fair value in the ordinary course of business; (g) Dispositions as permitted in Section 10.3(c); and (h) Dispositions in any year of other property, assets (including capital stock of its Subsidiaries and Affiliates) or businesses of the Company dispositions not otherwise permitted by clauses (a) through (g) of this Section 10.4hereunder which are made for fair market value; provided, that (i) at the proceeds realized time of any disposition, -------- no Default or Event of Default under either of the Leases or the other Operative Agreements and no breach or default under this Guaranty shall exist or shall result from such Disposition disposition, (ii) the aggregate sales price from any disposition pursuant to a sale-leaseback transaction shall be paid in cash, (iii) sale-leaseback transactions shall only be permitted with respect to real property and equipment, and (iv) the aggregate fair market value of all assets (excluding real property and equipment subject to sale-leaseback transactions) so sold by Guarantor and its Subsidiaries, together with all other sales under this subsection (c) since September 21, 1994, shall not exceed in the aggregate 20% of Guarantor's Consolidated Tangible Net Worth as calculated immediately prior to such disposition. Notwithstanding subsection 4.2.2(c) above, the disposition of accounts receivable shall not be permitted. Nothing in this Section 4.2.2 permits or ------------- authorizes any applicable year in excess of ten percent (10%) disposition of the tangible assets Property or any portion thereof by Guarantor or any Subsidiary of Guarantor except as may be expressly permitted under the Company as of the beginning of such year are either reinvested within one (1) year in similar assets or used to repay senior Indebtedness of the Company after satisfaction of any currently due ObligationsLeases.