Disposition of Assets The Borrower will not, nor will the Borrower permit any of its Subsidiaries to, become a party to or agree to or effect any disposition of assets, other than (a) the disposition of assets in the ordinary course of business, consistent with past practices or the transfer of assets from any Subsidiary to the Borrower; (b) the contribution by the Borrower of assets to any joint venture to the extent such an Investment is permitted pursuant to (S)10.3(m); (c) to the extent such a transaction would be considered a disposition of assets, the execution and delivery by the Borrower or any of its Subsidiaries of any ground lease on any Real Estate with any Person in an arms-length transaction for fair and reasonable value; (d) the sale or other disposition by the Borrower or any of its Subsidiaries of any Undeveloped Land to any Person other than a Subsidiary in an arms-length transaction for fair and reasonable value; (e) other dispositions of assets other than Asset Swaps to any third parties which are not Affiliates in an arms-length transaction for fair and reasonable value; (f) Asset Swaps to any unaffiliated third parties in an arms-length transaction for fair and reasonable value in an aggregate amount not to exceed $20,000,000 during the term of this Credit Agreement, provided that (i) the acquisition by the -------- Borrower or such Subsidiary of the asset to be acquired pursuant to any Asset Swap is permitted pursuant to (S)10.5.1 hereof, (ii) the Borrower or such Subsidiary has complied with all the covenants and requirements contained herein as if such acquisition was a Permitted Acquisition; (iii) such Asset Swap is also considered an "Asset Swap" pursuant to the Senior Notes Indenture; and (iv) the Leverage Ratio as at the most recent fiscal quarter end is less than 4.50:1; and (g) dispositions in connection with fuel price swaps in the ordinary course of business; provided, that, prior -------- to making any dispositions set forth in this (S)10.5.2, the Borrower shall have delivered to the Agent on the date of any such sale or disposition a certificate signed by an authorized officer of the Borrower and evidence satisfactory to the Agent showing that (i) no Default or Event of Default has occurred and is continuing at the time of such sale or disposition and no such Default or Event of Default will exist after giving effect to such sale; (ii) if the net proceeds of any such sale (or a series of related sales) exceeds, in the aggregate, $500,000, at least eighty-five percent (85%) of the purchase price for such assets is received in cash; provided, -------- however, any Asset Swap entered into by the Borrower or any Subsidiary ------- which is permitted hereunder and entered into in the ordinary course of business shall not be subject to this clause (ii); (iii) the Borrower or such Subsidiary, as applicable, has delivered any promissory note or other instrument received by the Borrower or such Subsidiary in connection with such sale or disposition to the Agent to be held in pledge for the benefit of itself and the Banks in accordance with the terms of the Loan Documents; and (iv) the net cash proceeds received from any such sales or dispositions shall be applied in the manner and at the times as are required by (S) 4.4.1. hereof. In addition, in the event the Borrower or any Subsidiary effects the sale of any assets in excess of $3,000,000 pursuant to this (S)