Common use of Dispositions Clause in Contracts

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of inventory including Eligible Used Vehicle Inventory(i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary course conduct of businessthe business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided , subject to the following conditions: (i) that no Default exists at the time of such Disposition, (i) no Default shall exist Disposition or would result from such Disposition and Disposition; (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $20,000,000; and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash; (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of a Disposition the condemnation proceeds or insurance proceeds of a dealership Subsidiarysuch condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.04(b)(ii); and (h) so long as no Default has occurred and is continuing, the requirements grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.19 have been satisfied; 7.05(f), provided, however, that any Disposition pursuant to clauses Section 7.05(a), (a) through b), (c), (f), and (g) shall be for fair market value.

Dispositions. Make During the Standstill Period and thereafter in perpetuity in the case of clauses (f) and (g) hereof to the extent specified therein, the Investor shall not, shall cause each other member of the Investor Group not to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate not to, directly or indirectly (including, without limitation, through the disposition or transfer of any Disposition equity interest in another Person), sell, assign, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any agreement to make any Voting Securities (a "Disposition"), except:except as set forth below in this Section 6.3. (a) Dispositions may be made to wholly-owned United States Subsidiaries of obsolete the Investor; provided, that such Subsidiaries agree in writing to be bound by this Agreement to the same extent as the Investor and such Subsidiaries at all times remain wholly-owned United States Subsidiaries of the Investor. (b) Dispositions of Voting Securities may be made to Persons other than members of the Investor Group and Other Investor Affiliate pursuant to (i) a bona fide public offering effected in accordance with the Registration Rights Agreement, (ii) in bona fide open market "brokers' transactions" as permitted by the provisions of Rule 144 as currently promulgated under the Securities Act (other than pursuant to the provisions of clause (k) thereof) and subject to the requirement that the amount of Voting Securities sold may not exceed the lesser of the amounts specified under clauses (i) and (ii) of paragraph (e)(1) of Rule 144 as currently in effect, (iii) in privately-negotiated transactions to (A) any Person specified in Rule 13d-1(b)(1)(ii) promulgated under the Exchange Act who would be eligible based on such person's status and passive intent with respect to the ownership, holding and voting of such Voting Securities to report such person's ownership of such Voting Securities (assuming such person owned a sufficient number of such Voting Securities to require such filing) on Schedule 13G or worn out property(B) any other Person, whether now owned and (iv) pursuant to a pro rata dividend to the stockholders of the Investor, provided, however, that: (I) Dispositions shall not be made pursuant to clauses (i), (ii), (iii)(A) or hereafter acquired(iv) of this Section 6.3(b) if, (A) in the case of Dispositions pursuant to clauses (i), (ii) and (iii)(A) of this Section 6.3(b), any Person (other than any underwriter who is in the business of underwriting securities and who, in the ordinary course of business; its business as an underwriter, acquired Common Securities in connection with a public offering with the bona fide intention of reselling all of the Common Securities so acquired pursuant to such public offering (ba "Permitted Underwriter")) Dispositions to whom the Disposition in question is made would, to the actual knowledge of inventory including Eligible Used Vehicle Inventory, the Investor (without any duty of inquiry) in the ordinary course case of business; (c) Dispositions of equipment or real property pursuant to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or clause (ii) the proceeds of such Disposition are reasonably promptly applied Section 6.3(b), and to the purchase price knowledge of such replacement property; (d) Dispositions of property by any Subsidiary the Investor, after reasonable inquiry, in all other cases after giving effect to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, together with such Person's Affiliates and Associates and the members of any 13D Group existing with respect to Voting Securities of which such Person is a part (iany such Person and its Affiliates, Associates and 13D Group members being collectively referred to herein as a "Purchasing Person"), Beneficially Own Voting Securities representing more than 3% (or 5% in the case of clause (iii)(A)), as the case may be (or, in any such case, 1% if any Person included in a Purchasing Person is a Pioneer Competitor) no Default shall exist of the Total Voting Power or would result from such Disposition Total Ownership Percentage then outstanding, (B) in the case of Dispositions pursuant to clauses (ii) and (iiiii)(A) of this Section 6.3(b), the Investor Group shall have complied with the provisions of Section 6.4 and the Company shall have had the right to purchase pursuant to Section 6.4 the Voting Securities subject to such Disposition; or (C) in the case of a Disposition pursuant to clause (iv) of this Section 6.3(b), any shareholder receives in such dividend more than 2% of the Total Voting Power or Total Ownership Percentage, unless such shareholder shall have executed and delivered a dealership SubsidiaryPurchaser Standstill Agreement (as defined below) pursuant to which such shareholder agrees to be bound by Section 6 of this Agreement (other than Section 6.6(b), Section 6.7 and Section 6.9 hereof) to the requirements same extent as the Investor as if references to the Investor in such Section were to such shareholder with an Ownership Cap equal to its then current ownership provided that for purposes of Section 7.19 have been satisfied6.6(a) only the Ownership Cap of such shareholder shall be 5%; provided, however, that in no event shall any Disposition disposition be made pursuant to such clause (iv) if any shareholder would be entitled to receive in connection therewith 7.5% (or 2% if such shareholder is a Pioneer Competitor) or more of the Total Voting Power or Total Ownership Percentage; (II) Dispositions shall not be made pursuant to clauses (aiii)(B) of this Section 6.3(b) if the Purchasing Person would, to the knowledge of the Investor, after reasonable inquiry, after giving effect to the Disposition, Beneficially Own Voting Securities representing more than 5% (or 1% if any Person included in the Purchasing Person is a Pioneer Competitor) of the Total Voting Power or Total Ownership Percentage then outstanding, provided that if any such Purchasing Person would, to the knowledge of the Investor, after reasonable inquiry, after giving effect to such Disposition, Beneficially Own Voting Securities representing more than 3% of the Total Voting Power or Total Ownership Percentage then outstanding, (x) the Investor Group shall, in the case of Dispositions pursuant to clause (iii)(B) of this Section 6.3(b), have complied with the provisions of Section 6.4 and the Company shall have had the right to purchase pursuant to Section 6.4 the Voting Securities subject to the Disposition, and (y) the Purchasing Person shall have executed and delivered to the Company a written agreement (which agreement shall be addressed to the Company and reasonably satisfactory in form and substance to the Company) (a "Purchaser Standstill Agreement") of each such Purchasing Person to be bound by Section 6 of this Agreement (other than Section 6.6(b), Section 6.7 and Section 6.9 hereof) to the same extent as the Investor as if references to the Investor in such Section were to such Purchasing Person with an Ownership Cap equal to its then current ownership provided that for purposes of Section 6.6(a) only the Ownership Cap of such Purchasing Person shall be 5%; and (III) No Disposition pursuant to this Section 6.3(b) (other than pursuant to Section 6.3(b)(iv)) shall be effected prior to the third anniversary of the Closing Date, unless the Investor Group is required to make a Disposition pursuant to the last proviso to Section 6.1(A)(a)(iii) or Section 6.6 hereof, nor shall any Disposition be made (other than pursuant to Section 6.3(b)(i)) if such Disposition would constitute a distribution in violation of Regulation M under the Securities Act by reason of any repurchase program of the Company then announced. (c) Dispositions may be made to the Company in accordance with Sections 6.4 through 6.6 hereof. (d) Dispositions may be made pursuant to a tender offer or exchange offer (or, during the pendency thereof pursuant to Section 6.3(b)(iii)(A) or in open market transactions permitted under Section 6.3(b)(ii) and, in each case, subject to the restrictions of clause (I)(A) thereof but not subject to clause (I)(B) thereof) or any other transaction (x) which is recommended to shareholders of the Company by the Board of Directors (or, in the case of a tender or exchange offer, which is not within 10 Business Days of the commencement thereof opposed by the Board of Directors or, in the case of an Unsolicited Offer which is opposed, in the event such opposition is thereafter withdrawn by the vote of the Board of Directors) or (y) in the case of a merger or other business combination transaction, which has been approved by the shareholders of the Company (including approval without a meeting pursuant to the short-form merger provisions of the Iowa Business Corporation Act) in a manner so as to be legally binding on all shareholders of the Company and so as to require the disposition by such shareholders of their shares pursuant to such merger or other business combination transaction (without regard to this Agreement); and (e) Dispositions may be made pursuant to a tender offer or exchange offer which is not recommended by a majority of the entire Board (an "Unsolicited Offer"); provided that such Unsolicited Offer is for at least a majority of the Common Stock outstanding on a fully diluted basis; and provided further, (i) if the Amended Rights Agreement (or a Substantially Similar Plan) was in effect prior to the commencement of such Unsolicited Offer, the Company has redeemed the Rights (as defined in the Amended Rights Agreement) or otherwise amended or modified the Amended Rights Agreement (or a Substantially Similar Plan) to be inapplicable (including by taking action to cause a Section 11(a)(ii) Event or Section 13 Event (each as defined in the Amended Rights Agreement as in effect on the date hereof), not to occur that, absent such action, would otherwise have occurred, or to redeem the Preferred Stock Purchase Rights) to such Unsolicited Offer or otherwise taken any Board action pursuant to the Amended Rights Agreement (or a Substantially Similar Plan) in order to permit the Unsolicited Offer to be consummated without causing a Triggering Event (as defined in the Amended Rights Agreement) to occur and (ii) in any event, the Investor and each member of the Investor Group shall have complied with the provisions of Section 6.5 and the Company shall have had the right pursuant to Section 6.5 to purchase the Voting Securities subject to such Disposition. (f) At any time subsequent to the Standstill Period, the Investor shall not, shall cause each other member of the Investor Group not to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate not to, directly or indirectly, effect any Disposition of Voting Securities if, to the knowledge of the Investor, such member of the Investor Group or such Other Investor Affiliate, after reasonable inquiry, the Purchasing Person (other than a Permitted Underwriter and broker-dealers acting in connection with a block trade in which no Person or 13D Group acquires Voting Securities representing an Equity Percentage of more than 5%) would, after giving effect to such Disposition, Beneficially Own Voting Securities representing more than 5% of the Total Voting Power or Total Ownership Percentage then outstanding; provided, however, that the foregoing restrictions shall not be applicable to any Disposition in connection with a tender or exchange offer or a merger, business combination or other extraordinary transaction. (g) Notwithstanding the foregoing, at any time subsequent to (i) the consummation of a Surviving Change in Control Transaction (as defined in Section 8.2(b)), (ii) a Release Event, or (iii) a Trigger Event, the provisions of Sections 6.3(a) through (gc) and Section 6.3(f) shall not apply and in lieu thereof, the Investor shall not, and shall cause each other member of the Investor Group not to, and shall use commercially reasonable efforts to cause each Other Investor Affiliate not to, directly or indirectly effect any Disposition of Voting Securities (a) representing an Equity Percentage of more than 3% to any one Person or 13D Group (other than a Permitted Underwriter and broker-dealers acting in connection with a block trade in which no Person or 13D Group acquires Voting Securities representing an Equity Percentage of more than 3%) or (b) to any Person or 13D Group who has filed a Schedule 13D with the Commission with respect to any Voting Securities issued by the Company; provided, however, that the foregoing restrictions shall not be for fair market valueapplicable to any Disposition of Voting Securities in compliance with Section 6.3(d) or (e) and Section 6.5. (h) If the Investor intends to effect a Disposition in accordance with this Section 6.3, it shall give the Company as much prior notice of such intention as is reasonably practicable.

Dispositions. Make Dispose of (in one transaction or a series of transactions) any Disposition property or enter into Dispose of any agreement to make Capital Stock of any DispositionSubsidiary, except: (a) Dispositions of property to a wholly-owned Subsidiary; (b) Dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquiredproperty that is no longer useful, useable or economically viable in the conduct of the business; (c) Dispositions of inventory in the ordinary course of business; (bd) Dispositions of inventory including Eligible Used Vehicle Inventory, property (other than Collateral) having a fair market value not to exceed $25,000,000 (or the equivalent in any other currency) in the ordinary course aggregate during the term of businessthis Agreement; (ce) Dispositions of equipment or real property to the extent that (i) the relevant property subject to such property Disposition is exchanged for, or for credit against the purchase price of of, similar replacement property or (ii) the proceeds of such the relevant Disposition are reasonably promptly applied to the purchase price of such replacement property; (df) Dispositions of property by subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantorsimilar proceeding); (eg) [Reserved]; (h) Dispositions required to comply with any requirement of a Governmental Authority or a Requirement of Law; (i) Dispositions of cash and/or cash equivalents (including Permitted Cash Equivalents) in the ordinary course of business; (j) Dispositions of assets for the purpose of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and its Subsidiaries, taken as a whole, to conduct its business; (k) Dispositions permitted by pursuant to Section 7.047.4 or Section 7.6; (fl) Dispositions by of accounts receivable in connection with the Company and its Subsidiaries collection or compromise thereof in the ordinary course of property pursuant business, in an aggregate amount not to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (gm) Dispositions by any other Disposition of any property in the Company and its Subsidiaries not otherwise permitted under this Section 7.05ordinary course of business; provided that (i) the consideration for such Disposition shall be at least equal to the fair market value of such property at the time of such Disposition, (iii) no Default at least 75% of such consideration shall exist be in cash and/or cash equivalents and (iii) the aggregate amount (based upon the fair market value of such property) of all property sold or would result from otherwise disposed pursuant to all such Dispositions on and after the Effective Date at the time of and after giving effect to any such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuedoes not exceed $10,000,000.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of inventory including Eligible Used Vehicle Inventory(i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary course conduct of businessthe business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of 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; (d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Company or a Subsidiary GuarantorLoan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided , subject to the following conditions: (i) that no Default exists at the time of such Disposition, (i) no Default shall exist Disposition or would result from such Disposition Disposition; (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed the greater of (i) $100,000,000 and (ii) 3% of Consolidated Net Tangible Assets; and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash; (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of a Disposition the condemnation proceeds or insurance proceeds of a dealership Subsidiarysuch condemnation or casualty, as applicable; (h) so long as no Default has occurred and is continuing, the requirements grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.19 have been satisfied7.05(f); and (i) Dispositions of Equity Interests of Unrestricted Subsidiaries. provided, however, that any Disposition pursuant to clauses Section 7.05(a), (a) through b), (c), (f), and (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of used, worn out, obsolete or worn out property, whether now owned surplus property by the Borrower or hereafter acquired, any Subsidiary of the Borrower in the ordinary course of business that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of its business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions by any Subsidiary of equipment all or real any of its business, property or assets to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Borrower or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyany Wholly Owned Subsidiary; (d) Dispositions of property (i) mergers and acquisitions permitted by any Subsidiary to the Company Section 6.03; and (ii) transfers or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantordispositions permitted by Section 6.03(c); (e) Dispositions permitted licenses or sublicenses by Section 7.04the Borrower or any Subsidiary of intellectual property and general intangibles, including, without limitation, any proprietary software of the Borrower or any Subsidiary, and licenses, leases or subleases by the Borrower or any Subsidiary of other property, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Subsidiaries; (f) Dispositions by any sale or other disposition of cash or Eligible Investments; provided, however, that, in the Company case of Eligible Investments, such sale or disposition shall be made solely for and its Subsidiaries in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of property pursuant to sale-leaseback transactionsthe Borrower or such Subsidiary, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearas applicable; (g) ceding of insurance or reinsurance in the ordinary course of business; (h) other Dispositions by of any assets of the Company and Borrower or any of its Subsidiaries not otherwise permitted under pursuant to the foregoing in this Section 7.056.05; provided that at (A) no Default then exists or would result therefrom and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the time Borrower and its Subsidiaries previously Disposed pursuant to this Section 6.05(h), do not in the aggregate constitute a Substantial Portion of such Disposition, the assets of the Borrower and its Subsidiaries; and (i) no Default shall exist Dispositions of Investments made in compliance with Section 6.04; and (j) any Specified Life Settlement Subsidiary may issue and sell any of its Equity Interest in connection with an IPO or would result from a Rule 144A Offering of such Disposition and (ii) in the case of a Disposition of a dealership Specified Life Settlement Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of (i) obsolete or worn out or surplus equipment or other property, or (ii) not usable or obsolete software, in each case, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyequipment or other property useful to the Loan Parties’ business; (d) Dispositions of property permitted by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary GuarantorSection 6.04; (e) Dispositions permitted resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by Section 7.04condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (f) Dispositions Sale and Leaseback Transactions permitted by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearSection 6.13; (g) Dispositions sales, transfers and dispositions constituting Investments expressly permitted by Section 6.03; (h) the Company Disposition, lapse, abandonment or other disposition of registered patents, trademarks and other intellectual property of the Borrower and its Subsidiaries to the extent not economically desirable or material to the conduct of their business and so long as any such sale, lapse, abandonment or other disposition would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (i) other Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.05; provided that at the time of such Disposition6.05, (i) no Default shall exist or would result from such Disposition and (iiiv) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) Borrower shall be for fair market valuenot exceed $15,000,000.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of inventory including Eligible Used Vehicle Inventory(i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary course conduct of businessthe business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of 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; (d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Company or a Subsidiary GuarantorLoan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided , subject to the following conditions: (i) that no Default exists at the time of such Disposition, (i) no Default shall exist Disposition or would result from such Disposition and Disposition; (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $100,000,000; and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash; (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of a Disposition the condemnation proceeds or insurance proceeds of a dealership Subsidiarysuch condemnation or casualty, as applicable; (h) so long as no Default has occurred and is continuing, the requirements grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.19 have been satisfied7.05(f); and (i) Dispositions of Equity Interests of Unrestricted Subsidiaries. provided, however, that any Disposition pursuant to clauses Section 7.05(a), (a) through b), (c), (f), and (g) shall be for fair market value.

Dispositions. Make The Borrower and its Subsidiaries shall not make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer useful in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, Investments in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; any other Subsidiary provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company no Default exists or a Subsidiary Guarantorwould result therefrom; (e) Dispositions of property by the Borrower or any Subsidiary not otherwise permitted by so long as such Dispositions are for fair market value and are in an aggregate amount not exceeding 10% of the Consolidated Net Worth of the Borrower in any calendar year provided (x) no Default exists or would result therefrom and (y) after giving effect to such transaction the Borrower would be in pro forma compliance with Section 7.047.11; (f) Dispositions by leases, subleases, licenses or sublicenses of property in the Company ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearSubsidiaries; (g) Dispositions by transfers of property subject to casualty events upon receipt of the Company and its Subsidiaries not otherwise permitted under this Section 7.05insurance payments with respect to such casualty event; provided that at the time and (h) sales or discounts without recourse of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) accounts receivable arising in the case ordinary course of a Disposition of a dealership Subsidiary, business in connection with the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuecompromise or collection thereof.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions of retail installment sales contracts and related intangible property arising from the sale or lease of vehicles, assets, or services in the ordinary course of business; (h) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (gh) shall be for fair market value.

Dispositions. Make (a) Notwithstanding anything to the contrary in this Agreement, except for any Disposition of Shares to Affiliates, OMERS Administration Corporation, or Affiliates of OMERS Administration Corporation, for a period of ninety (90) days after the date hereof without the prior written consent of Prairie, Purchaser agrees not to offer, sell, contract to sell, pledge or otherwise Dispose of, or enter into any agreement to make any Dispositiontransaction which is designed to, except: (a) Dispositions of obsolete or worn out propertymight reasonably be expected to, whether now owned or hereafter acquired, result in the ordinary course Disposition of business;Shares (whether by actual Disposition or effective economic Disposition due to cash settlement or otherwise) by Purchaser or any of its Affiliates, directly or indirectly, including by establishing or increasing a put equivalent position or liquidating or decreasing a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Shares or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, the Shares, or publicly announce an intention to effect any such transaction; provided that nothing in this Section 7(a) shall restrict or otherwise modify the obligations of Prairie set forth in Section 2(a)(i). (b) Dispositions of inventory including Eligible Used Vehicle Inventory, Until the first date that Purchaser and any Affiliates cease to Beneficially Own in the ordinary course aggregate at least 5% of business;the then-outstanding Common Stock, Purchaser shall not, and shall cause its Affiliates not to, enter into any Hedging Arrangements. Notwithstanding the foregoing, nothing in this Agreement shall limit the ability of Purchaser or any of its Affiliates to enter into any Hedging Arrangement (including short sales) with respect to any date on which the Average VWAP (as defined in the Certificate of Designations of Series A Preferred Stock) is determined, and with respect to such number of shares of Common Stock that Purchaser shall be expected to receive measured by reference to such date. (c) Dispositions Purchaser may Dispose of equipment Shares to one or real property more Persons (and such Persons may then Dispose of Shares to one or more Persons), provided that such transferee Person agrees in writing to be bound by the extent that (i) such property is exchanged for credit against terms and conditions, including the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied restrictions with respect to the purchase price of such replacement property;Purchaser set forth in this Agreement. (d) Dispositions Purchaser shall not Dispose of property by any Subsidiary Shares except: (i) pursuant to a registered offering under the Securities Act; (ii) pursuant to Rule 144 (in accordance with the volume and procedural limitations set forth in Rule 144 to the Company extent legally applicable to Purchaser at the time of the sale); or (iii) pursuant to a wholly-owned Subsidiary; provided that if an exemption from registration under the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor;Securities Act. (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company For so long as any Holder and its Subsidiaries Affiliates Beneficially Own in the aggregate at least 5% of property pursuant to salethe then-leaseback transactionsoutstanding Common Stock, provided that the book value in connection with any underwritten offering of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Equity Securities, such Holder and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at Affiliates will agree, upon the time request of Prairie, to enter into a customary lock-up agreement with the managing underwriters of such Dispositionoffering, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses the lock-up period under such agreement shall not exceed ninety (a90) through (g) days and shall be for fair market valueno more restrictive than any lock-up arrangement entered into by the officers and directors of Prairie or any other Stockholder that holds at least 5% of the then-outstanding Common Stock. (f) Purchaser shall not Dispose of any Shares to any Person and shall cause its Affiliates not to Dispose of Beneficial Ownership in any Shares (i) if such Disposition is reasonably likely to require the approval of Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act (the “FPA”), the approval of the Nuclear Regulatory Commission (“NRC”) or the approval of or notification to any state utility agency under the applicable Laws of such state, and the FERC, the NRC or the relevant state utility agency shall have not issued an order approving such proposed Disposition or accepting any such required notification (or otherwise indicating in writing that no further action will be taken with respect to any required notification), as applicable, or (ii) if such Disposition is reasonably likely to require the Disposition of any assets of Prairie or any of its Subsidiaries, or to result in the loss of market-based rate authority by any of Prairie’s Subsidiaries or a requirement by the FERC to implement mitigation measures in order to retain such authority or to impose any other material limitation on the ability of Prairie or any of its Subsidiaries to conduct their respective businesses or own their respective assets.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions , so long as no Default or Event of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property Default shall have occurred and be continuing both immediately prior 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 and after giving effect to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (ia) no Default Permitted Licenses and dispositions of Inventory and Clinical Trial Material to licensees in connection with, and pursuant to reasonable and customary terms of, a Permitted License (provided that such dispositions shall exist or would result from be limited to Inventory and Clinical Trial Material related to the Product that is the subject of such Disposition and Permitted License), (iib) other Dispositions to the extent, in the case of this clause (b), (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such Disposition does not involve the sale, lease, license, transfer or other disposition of the Equity Interests in any Subsidiary, any Products and/or any IP Rights, and (iii) the aggregate fair market value of all of the assets sold or otherwise disposed of in such Disposition together with the aggregate fair market value of all assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions does not exceed $[***] per fiscal year of the Borrower, and (c) asset sales of the Specified Products to any Person that is not an Affiliate of any Loan Party, Subsidiary or Affiliate of a Loan Party or Subsidiary (excluding, for the avoidance of doubt, the Disposition of any Equity Interests of a dealership Subsidiary), to the extent, in the case of this clause (c), that, the requirements consideration paid in connection therewith shall be cash paid contemporaneously with the consummation of Section 7.19 have been satisfiedthe transaction and shall be in an amount not less than the fair market value of the property disposed; provided, however, that this clause (c) shall not include any Disposition in the form of a separate license, sale, transfer or financing of a right to receive any sales or revenue with respect to a Specified Product (or any IP Rights related to a Specified Product); provided further that, for the avoidance of doubt, the foregoing proviso shall not restrict any Permitted License or Other Royalty Financing otherwise separately permitted pursuant to clauses (a) through (g) shall be for fair market valuethe terms of this Agreement.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of used, worn out, obsolete or worn out property, whether now owned surplus property by the Borrower or hereafter acquired, any Subsidiary of the Borrower in the ordinary course of business that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of its business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions by any Subsidiary of equipment all or real any of its business, property or assets to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Borrower or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyany Wholly Owned Subsidiary; (d) Dispositions of property (i) mergers and acquisitions permitted by any Subsidiary to the Company Section 6.03; and (ii) transfers or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantordispositions permitted by Section 6.03(c); (e) Dispositions permitted licenses or sublicenses by Section 7.04the Borrower or any Subsidiary of intellectual property and general intangibles, including, without limitation, any proprietary software of the Borrower or any Subsidiary, and licenses, leases or subleases by the Borrower or any Subsidiary of other property, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Subsidiaries; (f) Dispositions by any sale or other disposition of cash or Eligible Investments; provided, however, that, in the Company case of Eligible Investments, such sale or disposition shall be made solely for and its Subsidiaries in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of property pursuant to sale-leaseback transactionsthe Borrower or such Subsidiary, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearas applicable; (g) ceding of insurance or reinsurance in the ordinary course of business; (h) other Dispositions by of any assets of the Company and Borrower or any of its Subsidiaries not otherwise permitted under pursuant to the foregoing in this Section 7.056.05; provided that at (A) no Default then exists or would result therefrom and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the time Borrower and its Subsidiaries previously Disposed pursuant to this Section 6.05(h), do not in the aggregate constitute a material portion of such Disposition, the assets of the Borrower and its Subsidiaries; (i) no Default shall exist Dispositions of Investments made in compliance with Section 6.04; and (j) the dissolution, liquidation and winding-up of any Subsidiary in accordance with Requirements of Law; provided, that, prior thereto or would result from in connection therewith, such Disposition and (ii) in the case of Subsidiary makes a Disposition of a dealership Subsidiary, all or substantially all of the requirements of Section 7.19 have been satisfied; provided, however, that assets to the Borrower or any Disposition pursuant to clauses (aWholly Owned Subsidiary as permitted under Sections 6.03(c) through (g) shall be for fair market valueor 6.05(c).

Dispositions. Make The Borrower will not, and will not permit any Disposition or enter into any agreement to of its Subsidiaries to, make any Disposition, except: (a) Dispositions of obsolete or worn out propertyProperty and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Subsidiaries, whether now owned or hereafter acquiredin each case, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, and immaterial assets in the ordinary course of business; (c) Dispositions of equipment or real property Property to the extent that (i) such property Property is exchanged for credit against the purchase price of similar replacement property Property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyProperty; (d) Dispositions of property by any Subsidiary Property to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Sections 6.03 and 6.04 and Liens permitted by Section 7.046.02; (f) Dispositions by the Company of cash and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearCash Equivalents; (g) Dispositions by of accounts receivable in connection with the Company collection or compromise thereof (other than in connection with financing transactions); (h) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05Subsidiaries; (i) transfers of Property to the extent subject to Casualty Events; (j) any Disposition of Property; provided that (i) at the time of such DispositionDisposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), (i) no Event of Default shall exist or would result from such Disposition and Disposition, (ii) at the time of any such Disposition, the aggregate net book value of all property Disposed of in reliance on this clause (j) in any four fiscal quarter period of the Borrower (including such Disposition) would not exceed (x) 7.5% of Consolidated Total Assets (determined as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) and (y) 20.0% of Consolidated Total Assets (determined as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) over the life of this Agreement and (iii) with respect to any Disposition pursuant to this clause (j) the Borrower or a Subsidiary shall receive not less than 75% of such consideration in the case form of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedcash or Cash Equivalents; provided, however, that for the purposes of this clause (iii), any liabilities (as shown on the Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than Subordinated Indebtedness or liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash consideration; (k) Dispositions of Investments in, and issuances of any Equity Interests in, joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (l) except as set forth in the immediately succeeding proviso, any Disposition made during a Collateral/Covenant Suspension Period; provided, that during a Collateral/Covenant Suspension Period, the Borrower and any Guarantor that is a Material Subsidiary shall not, in any event (x) make any Disposition of all or substantially all Property of such Person (on a consolidated basis) or (y) make any Disposition of real property or the Equity Interests of any Subsidiary of the Borrower owning real property unless, in the case of this clause (y), (A) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (B) at the time of any such Disposition, the aggregate net book value of all real property Disposed of in reliance on this clause (y) (including, for the avoidance of doubt, in the case of any Disposition of Equity Interests of a Subsidiary of the Borrower, the aggregate net book value of all real property owned by such Subsidiary) (1) in any four fiscal quarter period of the Borrower (including such Disposition) would not exceed 10.0% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (2) over the life of this Agreement, 25.0% of Consolidated Total Assets as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (C) with respect to any Disposition pursuant to clauses this clause (ay) through the Borrower or a Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (gC), any liabilities (as shown on the Borrower’s most recent consolidated balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary, other than Subordinated Indebtedness or liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Subsidiaries shall have been validly released by all applicable creditors in writing shall be deemed to be cash consideration; provided that solely to the extent that any Disposition of any Property is classified under Sections 6.11(j) and (l), the portion of such Disposition so classified thereunder shall be for fair market valueno less than the Fair Market Value of such Property at the time of such Disposition in the good faith determination of the Borrower.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of used, worn out, obsolete or worn out property, whether now owned surplus property by the Borrower or hereafter acquired, any Subsidiary of the Borrower in the ordinary course of business that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of its business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions by any Subsidiary of equipment any all or real any of its business, property or assets to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Borrower or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyany other Subsidiary; (d) Dispositions of property (1) mergers and acquisitions permitted by any Subsidiary to the Company Section 6.03; and (2) transfers or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantordispositions permitted by Section 6.03(c); (e) Dispositions permitted licenses or sublicenses by Section 7.04the Borrower or any Subsidiary of intellectual property and general intangibles, including, without limitation, any proprietary software of the Borrower or any Subsidiary, and licenses, leases or subleases by the Borrower or any Subsidiary of other property, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Subsidiaries; (f) Dispositions by any sale or other disposition of cash or Eligible Investments; provided, however, that, in the Company case of Eligible Investments, such sale or disposition shall be made solely for and its Subsidiaries in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearBorrower; (g) ceding of insurance or reinsurance in the ordinary course of business; (h) other Dispositions by of any assets of the Company and Borrower or any of its Subsidiaries not otherwise permitted under pursuant to the foregoing in this Section 7.056.05; provided that at (A) no Default then exists or would result therefrom, and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the time Borrower and its Subsidiaries previously Disposed pursuant to this Section 6.05(h), do not in the aggregate constitute a Substantial Portion of such Disposition, the assets of the Borrower and its Subsidiaries; and (i) no Default shall exist or would result from such Disposition and (ii) Dispositions of Investments made in the case of a Disposition of a dealership Subsidiary, the requirements of compliance with Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value6.04.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) (i) Dispositions of property by any Subsidiary to the Company Domestic Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorGuarantor (other than as contemplated in item (iii) of this subsection), the transferee thereof must either be the Company a Borrower or a Guarantor, (ii) the Domestic Borrower may Dispose of 100% of the Equity Interests in [REDACTED]* to either (A) a First-Tier Foreign Subsidiary Guarantorof the Domestic Borrower; provided that, at such time, 65% of the Equity Interests of such First-Tier Foreign Subsidiary is pledged to support the Obligations and the remaining 35% is pledged to support the Foreign Obligations or (B) a direct Foreign Subsidiary of the Foreign Borrower; provided that, at such time, 100% of the Equity Interests of such direct Foreign Subsidiary is pledged to support the Foreign Obligations (in each of the foregoing items (A) and (B) of this subsection, pursuant to such documentation as may be reasonably required by the Administrative Agent including, without limitation, documentation and legal opinions under the applicable Foreign jurisdictions), and (iii) [REDACTED]*, may Dispose of its property to any Subsidiary of the Domestic Borrower; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries Loan Parties not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $2,000,000 and (iii) the case purchase price for such asset shall be paid to such Loan Party solely in cash; and (g) Dispositions by any Subsidiaries that are not Loan Parties not otherwise permitted under this Section 7.05; provided that (i) at the time of a Disposition such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of a dealership Subsidiary, all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $5,000,000 and (iii) the requirements of Section 7.19 have been satisfied; purchase price for such asset shall be paid to such Subsidiary solely in cash. provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04;; and (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) shall be less than 5% of the case aggregate book value of a Disposition the consolidated total assets of a dealership Subsidiary, the requirements Borrower and its Subsidiaries as of Section 7.19 have been satisfiedthe Closing Date; provided, however, that the Borrower or such Subsidiary shall receive commercially reasonable consideration, in the Borrower’s reasonable discretion, for any Disposition made pursuant to clauses (ab) through (g) shall be for fair market valuef).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) to the extent constituting a Disposition, (i) the granting of Liens permitted by Section 7.01, (ii) the making of Investments permitted by Section 7.03, (iii) the consummation of fundamental changes permitted by Section 7.04, (iv) the making of Restricted Payments permitted by Section 7.06 and (v) the consummation of Sale and Leaseback Transactions permitted by Section 7.13 (in each case, permitted other than by reference to this Section 7.05) (c) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (cd) Dispositions of 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; (de) Dispositions non-exclusive licenses and sublicenses of property by any Subsidiary Intellectual Property granted to third party in the ordinary course of business, to the Company extent they do not materially interfere with the business of Holdings or to a wholly-owned any Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) other Dispositions so long as (i) at least seventy five percent (75.0%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of (as reasonably determined in good faith by the Company Borrower), (ii) if such transaction is a Sale and its Subsidiaries Leaseback Transaction, such transaction is not prohibited by the terms of property pursuant to sale-leaseback transactionsSection 7.13, provided that (iii) such transaction does not involve the book value sale or other disposition of all property so Disposed of shall not exceed $50,000,000 a minority Equity Interests in any fiscal year; Subsidiary, (giv) Dispositions such transaction does not involve a sale or other disposition of receivables other than receivables owned by the Company and its Subsidiaries not or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (iv) no Event of Default shall exist or would result from such Disposition has occurred and is continuing, and (iivi) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions in any fiscal year of the case Borrower shall not exceed 5% of a Disposition the Consolidated Total Assets of a dealership Subsidiary, Holdings and its Subsidiaries as of the requirements end of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through the prior fiscal year end; (g) shall be for sales or leases of immaterial assets with a fair market valuevalue of less than $1,000,000, in each case; and (h) the cancellation of intercompany Indebtedness owing between Loan Parties or by Loan Parties to Subsidiaries that are not Loan Parties.

Dispositions. Make any Disposition or enter into any agreement to make any Dispositionof assets, except: (a) Dispositions of unused, obsolete or worn out propertyproperty and surplus aircraft, engines and parts related thereto, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by the Borrower to any Subsidiary or by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.047.05; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.057.06; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $15,000,000; (iii) the case purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash equal to not less than 93% of the purchase price; and (iv) such Disposition shall not be a Disposition of any Gate Leaseholds, other than a dealership SubsidiaryDisposition by way of an assignment or transfer of a Gate Leasehold to Southwest in accordance with the Gate Restructuring Term Sheet or with Lender’s consent; (g) abandonment of intellectual property pursuant to Section 9.04; (h) licensing and sublicensing of intellectual property consistent with the Borrower’s past practices in the ordinary course of business; (i) Dispositions of cash for purposes not otherwise prohibited under this Credit Agreement or under any other Loan Document; (j) so long as no Event of Default shall occur and be continuing, to the extent permitted by applicable law, the requirements Loan Parties may consummate transfers of Slots having an aggregate appraised value of not more than 5% of the aggregate appraised value of the Slots; provided, however, that in the event any such Slot is returned to a Loan Party, the transfer of such Slot shall be deemed not to have occurred for purposes hereof; (k) the termination or rejection of any lease or the return, surrender or abandonment of any property subject thereto, other than any such termination or rejection which is with respect to a lease of Section 7.19 have 1110 Assets or to which Lender has consented or which has been satisfiedapproved by the Bankruptcy Court prior to November 30, 2005, or which is pursuant to or provided for in the Amended Reorganization Plan; (l) Dispositions permitted by the Collateral Documents; and (m) Permitted Sale/Leasebacks; provided, however, that any Disposition pursuant to clauses (a) through (g) this Section 7.06 shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, and Hydrocarbons in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that so long as (i) such property is exchanged for credit against not less than seventy-five percent (75%) of the purchase price of similar replacement property or for such asset shall be paid in cash; (ii) the proceeds aggregate purchase price paid to Loan Parties for such asset and all other such assets sold by Loan Parties during any period of four consecutive fiscal quarters pursuant to this clause (c) shall not exceed $15,000,000; (iii) no Default or Event of Default shall exist prior to or after giving effect to such sale; and (iv) the Borrowers shall make the prepayment of Net Cash Proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyextent required by Section 2.04(c); (d) Dispositions of property by any Subsidiary Loan Party to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantoranother Loan Party; (e) Liens permitted by Section 7.01, Investments permitted by Section 7.02, Dispositions permitted by Section 7.04, and Restricted Payments permitted by Section 7.06; (f) Dispositions by the Company liquidations or other dispositions of cash and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearCash Equivalents; (g) Dispositions by disposition of owned or leased vehicles in the Company and its Subsidiaries not otherwise permitted under this Section 7.05ordinary course of business; (h) the Permitted Sale/Leaseback Transactions; provided that at the time of such Disposition, and (i) no Default shall exist or would result from such Disposition and (ii) in the case disposition of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; Excluded Property. provided, however, that any Disposition pursuant to clauses (a), (b), (c) through and (gf) shall be for fair market value. The Lenders hereby consent and agree to the release by the Collateral Agent of any and all Liens on the property sold or otherwise disposed of in compliance with this Section 7.05.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of inventory including Eligible Used Vehicle Inventory(i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary course conduct of businessthe business of the Borrowers or the Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of 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; (d) Dispositions of property by a Borrower or any Restricted Subsidiary to the Company a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Company or a Subsidiary GuarantorLoan Party; (e) Dispositions in the form of Liens permitted by Section 7.047.01 and Dispositions in the form of Investments permitted by Sections 7.03; (f) Dispositions by the Company Borrowers and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided , subject to the following conditions: (i) that no Default exists at the time of such Disposition or would result from such Disposition; and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $35,000,000. (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable; (h) Dispositions of Equity Interests of Unrestricted Subsidiaries; (i) Dispositions pursuant to the Development Transactions; (j) Dispositions pursuant to SPE Transactions; and (k) to the extent constituting a Disposition, (i) no Default shall exist or would result from such Disposition the unwinding of any Swap Contract pursuant to its terms and (ii) in the case any transfer of a Disposition title or release of a dealership Subsidiaryclaims to Crude Oil, the requirements of Section 7.19 have been satisfiedRefined Products or other petroleum products that are stored or handled at any Terminal; provided, however, that any Disposition pursuant to clauses Section 7.05 (ac) through and (gf) shall be for fair market value.

Dispositions. Make The Borrower will not, and will not permit any Disposition Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, sell, transfer, lease or enter into otherwise dispose (including pursuant to a merger) of any agreement to make asset (other than cash and Cash Equivalents), including any DispositionEquity Interest, and the Borrower will not and will not permit any Subsidiary to, issue any Equity Interest, except: (a) Dispositions (i) sales, transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially contemporaneous exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such Subsidiary in such exchange is of a value equivalent to the value of the equipment exchanged (provided, that after giving effect to such exchange, the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents is not materially reduced), and (iv) the sale, transfer or worn out property, whether now owned or hereafter acquired, other disposition of property and inventory in the ordinary course of business; (b) Dispositions sales, transfers, leases and other dispositions (i) made by the Borrower to any Subsidiary Guarantor, (ii) made by any Subsidiary to the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary; (c) Liens permitted by Section 7.2, sales, transfers, leases and other dispositions permitted by Section 7.3, Investments permitted by Section 7.4, sale and leaseback transactions permitted by Section 7.6, and Restricted Payments permitted by Section 7.8; (d) the sale, transfer, lease and other disposition or abandonment of inventory including Eligible Used Vehicle Inventoryintellectual property that is, in the reasonable judgment of the Parent, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors taken as a whole; 1821445.29\C072091\0303228 (e) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not part of any bulk sale or financing of receivables); (cf) Dispositions [reserved]; (g) issuances of equipment or real property to the extent that Equity Interests (i) such property is exchanged for credit against by the purchase price of similar replacement property or Borrower to the Parent, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a any Subsidiary Guarantor, and (iii) by any Excluded Subsidiary to the transferee thereof must either be the Company Borrower or a Subsidiary Guarantorany Subsidiary; (eh) Dispositions [reserved]; (i) other issuances of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted by Section 7.047.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(j), or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8; (fj) Dispositions other sales, transfers, leases and other dispositions of assets by the Company Borrower or any Subsidiary and its Subsidiaries issuances of property pursuant to sale-leaseback transactionsEquity Interests by a Subsidiary, provided that if each of the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year;following conditions is met: (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) immediately before and immediately after giving effect thereto, no Default shall exist or would result from such Disposition and occur; (ii) immediately after giving effect thereto, the Parent shall have satisfied the requirements in Section 6.1(e) with respect thereto, if any; (iii) the aggregate consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the fair market value of the property transferred by the Borrower and the Subsidiaries in connection therewith; (iv) the terms thereof shall be “arm’s length”; and (v) the fair market value of all property of the Borrower and the Subsidiaries sold, transferred, leased or otherwise disposed of, and Equity Interests issued, pursuant to this Section 7.7(j) would not exceed (A) $50,000,000 in any one fiscal year, or (B) $100,000,000 in the case aggregate since the Fourth Restatement Closing Date; and (k) sales, transfers, leases and other dispositions of real estate owned by the Borrower or any Subsidiary as of the Fourth Restatement Closing Date or Towers in a Disposition sale and lease‑back transaction to the extent that the incurrence of a dealership Subsidiary, the requirements of Indebtedness and Liens with respect to such transaction are permitted by Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.7.1 and Section 7.2. 1821445.29\C072091\0303228

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, and other real or personal property in the ordinary course of business; (c) Dispositions of 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 propertyproperty or (iii) the Borrower or any Subsidiary determines in good faith that the failure to replace such equipment will not be detrimental to the business of Borrower or such Subsidiary; (d) Dispositions of assets and other property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a Subsidiary wholly-owned Subsidiary, the transferee must be either the Borrower or a wholly-owned Subsidiary, and (ii) if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.048.04 and Section 8.11(c); (f) Dispositions by the Company and its Subsidiaries of property receivables pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year;Permitted Trade Receivables Facilities; and (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.058.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $75,000,000; Notwithstanding anything herein to the case of a Disposition of a dealership Subsidiarycontrary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (gd) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions the sale of obsolete or worn out property, whether now owned or hereafter acquired, inventory in the ordinary course of businessbusiness for fair consideration; (b) Dispositions the sale or disposition of inventory including Eligible Used Vehicle Inventory, machinery and equipment no longer used or useful in the ordinary course conduct of such Person’s business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged a Permitted Receivables Financing as provided 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 propertyin Section 8.01(f); (d) in the case of Sale and Leaseback Transactions, Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property subject lease is a Subsidiary Guarantorcapital lease under GAAP, the transferee thereof must either transaction shall be permitted under Section 8.01(e) and (ii) if the Company subject lease is an operating lease under GAAP, the sum of Indebtedness under capital leases, Synthetic Leases and purchase money obligations incurred to provide all or a Subsidiary Guarantorportion of the purchase price (or cost of construction or acquisition), in each case for capital assets, plus the Attributed Principal Amount of Sale and Leaseback Transactions not otherwise included in the foregoing Indebtedness shall not exceed the amount referenced in Section 8.01(e); (e) Dispositions permitted by Section 7.04from a Credit Party to any other Credit Party, and Dispositions from a member of the Consolidated Group that is not a Credit Party to any other member of the Consolidated Group; (f) Dispositions by from a Credit Party to any other member of the Company and its Subsidiaries Consolidated Group that is not a Credit Party if (i) such Disposition consists of property pursuant to sale-leaseback transactions, provided inventory that is sold in the book value ordinary course of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearbusiness or (ii) such Dispositions are for fair consideration; (g) Dispositions by in compliance with or consistent with any order, request or approval by, or any agreement with, any Governmental Authority in connection with, as a result of or as a condition to the Company and its Subsidiaries RCG Acquisition; and (h) Dispositions not otherwise permitted under this Section 7.05; Section, provided that at the time of such Disposition, (i) the aggregate book value of property so sold or otherwise disposed of under this subsection (h) in any given fiscal year shall not exceed an amount equal to (A) for fiscal year 2006, seven and one-half percent (7.5%) of Consolidated Net Worth as of December 31, 2005, and (B) for fiscal year 2007 and each fiscal year thereafter, five percent (5%) of Consolidated Net Worth as of the end of the fiscal year immediately preceding the date of determination, (ii) no Default or Event of Default shall then exist or would result from therefrom after giving effect thereto on a Pro Forma Basis, (iii) at least seventy percent (70%) of the consideration received in connection with such Disposition shall be in the form of cash or cash equivalents and (iiiv) the Net Cash Proceeds therefrom shall be applied in accordance with the case of a Disposition of a dealership Subsidiary, the requirements provisions of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value2.06(c)(ii).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of assets no longer used or useful in the conduct of its business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by (i) the Borrower to any Loan Party and (ii) any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by a Disposition of the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearSpecified Property; (g) Dispositions by transfers of property as a result of the Company exercise of “eminent domain” or other similar policies and its Subsidiaries not otherwise permitted under this Section 7.05transfers of property subject to a casualty event; provided that at and (h) the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition assets (other than pursuant to clauses (a) through (g) above) after the date hereof having a cumulative book value not to exceed $5,000,000; provided that any Disposition pursuant to Sections 7.05(b), (f) and (h) shall (i) be for fair market valuevalue and (ii) made in exchange for consideration in cash and Cash Equivalents in an amount not less than 75% of the total consideration for such Disposition, unless, in the case of this clause (ii), an independent certified accounting firm shall certify to the Borrower that the after-tax cash portion of the consideration to be received by the Borrower or any Subsidiary in such proposed Disposition is equal to or greater than the net after-tax cash proceeds would have been had such proposed Disposition complied with the condition set forth in this clause (ii).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of inventory including Eligible Used Vehicle Inventory(i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary course conduct of businessthe business of the Borrower or its Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either also be the Company or a Subsidiary GuarantorLoan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearPermitted Sale/Leaseback Transactions; (g) Dispositions of the Lakehead Loan Collateral to the extent permitted by the Company Lakehead Loan (including any mandatory prepayments required thereunder); (h) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with Section 2.05(b)(ii); (i) Dispositions of real property (other than Stripes Properties) or non-operating assets; (j) Dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or any of the Subsidiaries; (k) Dispositions of Investments in joint ventures; (l) other Dispositions of property or assets (other than Stripes Properties) in connection with the formation or operation of joint ventures in accordance with Section 7.03(d) and (k); (m) Dispositions of Stripes Properties in an aggregate amount not to exceed (when aggregated with Permitted Sale/Leaseback Transactions under clause (ii) of the definition thereof) $10,000,000; (n) Dispositions by the Borrower and its Subsidiaries of property or assets (other than Stripes Properties) not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (n) in any fiscal year shall not exceed $15,000,000 and (iii) at least 75% of the case of a Disposition of a dealership Subsidiary, purchase price for such asset shall be paid to the requirements of Section 7.19 have been satisfiedBorrower or such Subsidiary in cash; provided, however, that any Disposition pursuant to clauses Section 7.05(c), (a) through f), (g), (h), (i), (k) (l), and (m) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by of accounts receivable in connection with a securitization thereof; provided that the aggregate book value of all accounts receivable of the Company and its Subsidiaries of property pursuant subject to sale-leaseback transactions, provided that the book value of all property so Disposed of a securitization shall not exceed $50,000,000 in 150,000,000 at any fiscal year;time; and (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition, (ii) both immediately before and after giving effect to such Disposition, the Company and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7.11, and (iii) if the aggregate amount of Dispositions made pursuant to this clause (g) shall exceed $200,000,000 during the term of this Agreement, the Company shall provide, prior to the consummation of the Disposition causing such excess and any subsequent Disposition, a Compliance Certificate signed by a Responsible Officer which demonstrates compliance with the preceding clauses (i) and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, ). provided that any Disposition and all Dispositions pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except: except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business; ; (b) Dispositions of inventory including Eligible Used Vehicle Inventoryworn-out or obsolete Equipment that is, in the reasonable judgment of Co-Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Co-Borrower; (c) consisting of Permitted Liens, Permitted Indebtedness and Permitted Investments; (d) consisting of the sale or issuance of any stock of Co-Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Co-Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of non-exclusive licenses for the use of the property of a Co-Borrower or its Subsidiaries in the ordinary course of business; ; (cg) Dispositions of equipment or real property to surplus Equipment in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions business not otherwise permitted by this Section 7.04; 7.1 in an amount not to exceed Two Hundred Fifty Thousand Dollars (f$250,000) Dispositions by in the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 aggregate in any fiscal year; ; (gh) Dispositions by of loans originated on Co-Borrowers’ platform and sold to third parties (other than Excluded Subsidiaries) in the Company and its Subsidiaries ordinary course of business for fair market value (which may or may not otherwise permitted under this Section 7.05reflect a discount to par value); provided that at the time of such Disposition, (i) no Default shall exist of loans originated on Co-Borrowers’ platform and transferred to Excluded Subsidiaries in the ordinary course of business, such transferred loans to be financed through a combination of (1) third-party financing which constitutes Permitted Indebtedness hereunder, (2) Permitted Investments made by Co-Borrowers in such Excluded Subsidiaries and/or (3) direct equity investments by Persons commonly known as “backers” or would result from “investors” for the sole purpose of financing such Disposition loans; and (j) dispositions of Permitted Receivables Financing Assets pursuant to Permitted Receivables Financings, in each case so long as the consideration for any such disposition is (i) in the form of cash or Retained Interests, (ii) in an amount at least equal to fair market value thereof (which may or may not reflect a discount to par value), (iii) the case Retained Interest and all proceeds thereof shall constitute Collateral and all necessary steps to perfect a security interest in such Retained Interest for the benefit of Bank are taken by Co-Borrowers or the Subsidiary and (iv) no Default or Event of Default shall have occurred and be continuing at the time such disposition is made, (k) so long as no Default or Event of Default has occurred or would result therefrom, a Disposition sale of Receivables by a dealership Subsidiary, Co-Borrower to any Person who is not an Affiliate from time to time pursuant to the requirements terms of Section 7.19 have been satisfiedany whole loan sale program entered into between such Co-Borrower and such Person providing for the sale of specific Receivables by the Co-Borrower to such Person in the ordinary course of the Co-Borrower’s business; provided, howeverin each case, that any Disposition pursuant to clauses One Hundred Percent (a100%) through (g) of Co-Borrowers’ revenue received from such sales shall be for fair market valuepaid promptly following such sale by depositing such revenues in the Designated Deposit Account, and (l) other Transfers in the ordinary course of business not otherwise permitted by this Section 7.1 not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year.”

Dispositions. Make Convey, sell, lease, transfer or otherwise dispose of (collectively “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for: (a) Dispositions Transfers in the ordinary course of obsolete business for reasonably equivalent consideration; (b) Transfers to Borrower or worn out propertyany of its Subsidiaries from Borrower or any of its Subsidiaries; (c) Transfers of property for fair market value or otherwise in the ordinary course of business and consistent with past practice, whether now owned such as free product samples; (d) Transfers of property in connection with sale-leaseback transactions; (e) Transfers of property to the extent such property is exchanged for credit against, or hereafter acquiredproceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrower or its Subsidiaries; (f) Transfers constituting non-exclusive licenses and similar arrangements for the use of any the property of Borrower or its Subsidiaries and, with respect to property immaterial to the business of Borrower and not generating revenue, other licenses and similar arrangements that may be exclusive in some or all respects; (g) Transfers otherwise permitted by the Loan Documents; (h) sales or discounting of delinquent accounts in the ordinary course of business; (bi) Dispositions Transfers associated with the making or disposition of inventory including Eligible Used Vehicle Inventory, in the ordinary course of businessa Permitted Investment; (cj) Dispositions Transfers in connection with a permitted acquisition of equipment a portion of the assets 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;rights acquired; and (dk) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorTransfers not otherwise permitted in this Section 7.1, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactionsprovided, provided that the aggregate book value of all property so Disposed of such Transfers by Borrower and its Subsidiaries, together, shall not exceed $50,000,000 in any fiscal year; , two and one-half percent (g2.5%) Dispositions by of Borrower’s consolidated total assets as of the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at last day of the time fiscal year immediately preceding the date of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuedetermination.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of inventory including Eligible Used Vehicle Inventory(i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary course conduct of businessthe business of the Borrower or its Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of 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; (d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Company Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Company or a Subsidiary GuarantorLoan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided , subject to the following conditions: (i) that no Default exists at the time of such Disposition, (i) no Default shall exist Disposition or would result from such Disposition and Disposition; (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $50,000,000; and (iii) that at least 75% of the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash; (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of a Disposition the condemnation proceeds or insurance proceeds of a dealership Subsidiarysuch condemnation or casualty, as applicable; (h) so long as no Default has occurred and is continuing, the requirements grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.19 have been satisfied7.05(f); and (i) Dispositions of Equity Interests of Unrestricted Subsidiaries. provided, however, that any Disposition pursuant to clauses Section 7.05(a), (a) through b), (c), (f), and (g) shall be for fair market value.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except: except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business; ; (b) Dispositions of inventory including Eligible Used Vehicle Inventoryworn-out or obsolete Equipment that is, in the reasonable judgment of Co-Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Co-Borrower; (c) consisting of Permitted Liens, Permitted Indebtedness and Permitted Investments; (d) consisting of the sale or issuance of any stock of Co-Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Co-Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of non-exclusive licenses for the use of the property of a Co-Borrower or its Subsidiaries in the ordinary course of business; ; (cg) Dispositions of equipment or real property to surplus Equipment in the extent that (i) such property is exchanged for credit against the purchase price ordinary course of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions business not otherwise permitted by this Section 7.04; 7.1 in an amount not to exceed Two Hundred Fifty Thousand Dollars (f$250,000) Dispositions by in the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 aggregate in any fiscal year; ; (gh) Dispositions by of loans originated on Co-Borrowers’ platform and sold to third parties (other than Excluded Subsidiaries) in the Company and its Subsidiaries ordinary course of business for fair market value (which may or may not otherwise permitted under this Section 7.05reflect a discount to par value); provided that at the time of such Disposition, (i) no Default shall exist of loans originated on Co-Borrowers’ platform and transferred to Excluded Subsidiaries in the ordinary course of business, such transferred loans to be financed through a combination of (1) third-party financing which constitutes Permitted Indebtedness hereunder, (2) Permitted Investments made by Co-Borrowers in such Excluded Subsidiaries and/or (3) direct equity investments by Persons commonly known as “backers” or would result from “investors” for the sole purpose of financing such Disposition loans; and (j) dispositions of Permitted Receivables Financing Assets pursuant to Permitted Receivables Financings, in each case so long as the consideration for any such disposition is (i) in the form of cash or Retained Interests, (ii) in an amount at least equal to fair market value thereof (which may or may not reflect a discount to par value), (iii) the case Retained Interest and all proceeds thereof shall constitute Collateral and all necessary steps to perfect a security interest in such Retained Interest for the benefit of Bank are taken by Co-Borrowers or the Subsidiary and (iv) no Default or Event of Default shall have occurred and be continuing at the time such disposition is made, (k) so long as no Default or Event of Default has occurred or would result therefrom, a Disposition sale of Receivables by a dealership Subsidiary, Co-Borrower to any Person who is not an Affiliate from time to time pursuant to the requirements terms of Section 7.19 have been satisfiedany whole loan sale program entered into between such Co-Borrower and such Person providing for the sale of specific Receivables by the Co-Borrower to such Person in the ordinary course of the Co-Borrower’s business; provided, howeverin each case, that any Disposition pursuant to clauses One Hundred Percent (a100%) through (g) of Co-Borrowers’ revenue received from such sales shall be for fair market valuepaid promptly following such sale by depositing such revenues in the Designated Deposit Account, and (l) other Transfers in the ordinary course of business not otherwise permitted by this Section 7.1 not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year.

Dispositions. Make The Borrowers will not, and will not permit any Disposition or enter into of their respective Subsidiaries to, Dispose of any agreement to make any Disposition, exceptof their respective assets except for: (a) Dispositions a Disposition of obsolete or worn out property, whether now owned or hereafter acquired, equipment in the ordinary course of the Borrowers’ business;; or (b) Dispositions the sale or lease of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment a Permitted Asset 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 propertyStock Sale; (d) Dispositions the use or transfer of property money, cash or Cash Equivalents in a manner that is not prohibited by any Subsidiary to the Company terms of this Agreement or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantorother Loan Documents; (e) Dispositions permitted by Section 7.04the licensing and sublicensing on a non-exclusive basis of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, and the leasing and subleasing of any other property; (f) Dispositions the granting of L▇▇▇▇ permitted hereunder and the other transactions permitted by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearSection 7.1; (g) Dispositions by any Casualty Event and the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time Disposition of such Disposition, any property subject thereto; (i) no Default shall exist the abandonment, cancellation or would result from lapse of issued patents, registered trademarks and other registered intellectual property of a Borrower or Subsidiary thereof to the extent, in such Disposition Borrower’s reasonable business judgment, not economically desirable in the conduct of such B▇▇▇▇▇▇▇’s business or so long as such lapse is not materially adverse to the interests of the Lenders and (ii) the expiration of patents in accordance with their statutory terms; and (i) the case unwinding or terminating of hedging arrangements or transactions contemplated by any Swap Agreement which are not prohibited hereunder. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 7.4 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 7.4, such Collateral (unless sold to a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (gBorrower) shall be for fair market valuesold automatically free and clear of the Liens created by the Collateral Documents and, at the expense of the Borrowers, the Administrative Agent shall take all reasonable actions any Borrower reasonably requests in writing in order to effect the foregoing.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Restricted Subsidiaries to, Dispose of any of its assets, business or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, or, in the ordinary course case of businessany Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person other than the Borrower or another Restricted Subsidiary (or to qualify directors if required by applicable Law), except: (a) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, EVO Merchant Services, LLC may sell its ownership interest in (x) Federated Payment Systems, LLC and (y) US Merchant Systems, LLC; (b) Dispositions so long as (x) no Default or Event of inventory including Eligible Used Vehicle InventoryDefault has occurred and is continuing at the time such sale is made, or would result therefrom and (y) the Borrower and the Restricted Subsidiaries demonstrate compliance with the financial covenants set forth in Article VI calculated on a pro forma basis after giving effect thereto, the ordinary course sale or other Disposition of businesssuch assets (which sale or other Disposition shall be for cash and for fair market value) in an aggregate amount not to exceed (A) $10,000,000 in any Fiscal Year and (B) $45,000,000 over the term of the Agreement; provided that for purposes of this clause (b) only, any liabilities of the Borrower or a Restricted Subsidiary that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released, shall be deemed to be cash; (c) Dispositions of 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; (d) Dispositions of property (i) permitted by any Subsidiary Section 7.3 or (ii) made to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company effect an Investment permitted under Section 7.4 or a Subsidiary GuarantorRestricted Payment permitted under Section 7.5; (e) Dispositions by the Borrower and its Restricted Subsidiaries of property pursuant to any Sale and Leaseback Transaction permitted by under Section 7.047.9; (f) Dispositions by licensing or sublicensing of IP Rights in the Company and its Subsidiaries ordinary course of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearbusiness on customary terms; (g) Dispositions by of Investments (including Capital Stock) in joint ventures that are not Loan Parties to the Company extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (h) the Disposition, within one (1) year of such acquisition, of assets acquired pursuant to a permitted acquisition which assets are not used or useful to the core or principal business of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05Restricted Subsidiaries; provided that at the time of such Disposition, and (i) no Default shall exist or would result from such Disposition and (ii) Dispositions of Capital Stock in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valueUnrestricted Subsidiaries.

Dispositions. Make Dispose of any Disposition property or enter into any agreement to make any Dispositionassets, exceptother than: (a) Dispositions of damaged, worn-out, obsolete or worn out propertysurplus equipment and property no longer used, whether now owned useful, or hereafter acquiredeconomically practicable to maintain, in the business of the Borrower and its Subsidiaries, in each case in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of Permitted Investments; (d) Dispositions between and among the Borrower and its Subsidiaries; provided that if the transferor in such a transaction is a Loan Party, then either (x) the transferee must be a Loan Party or (y) the portion of any such Disposition made for less than fair market value and any non-cash consideration received in exchange for such Disposition shall in each case constitute an Investment in such Subsidiary and must be otherwise permitted hereunder; (e) Dispositions of accounts receivable (and related supporting obligation and books and records) subject to any Permitted Securitization Facility or any ABL Facility; (f) Dispositions not otherwise permitted hereunder; provided that (i) at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result from such Disposition, (ii) not less than seventy-five percent (75%) of the aggregate sale price from such disposition shall be paid in cash, (iii) the aggregate Net Cash Proceeds of all Dispositions pursuant to this clause (e) shall not exceed $20,000,000 in any fiscal year and (iv) all such Dispositions shall be for at least the fair market value of the assets or property subject to such Disposition; (g) Dispositions of 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 an amount equal to net proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (dh) Dispositions any surrender or waiver of property by contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; (i) any Subsidiary Disposition in connection with the Transactions that is consummated on or around the Closing Date or required pursuant to the Company terms of the Acquisition Agreement; (j) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantorcustomary buy/sell arrangements between, the transferee thereof must either be joint venture parties set forth in joint venture arrangements and similar binding arrangements; (k) failing to pursue or allowing any registrations or any applications for registration of any Intellectual Property rights to lapse or go abandoned in the Company ordinary course of business if, in the reasonable determination of the Borrower or a Subsidiary Guarantorthereof, such discontinuance is desirable in the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (el) Dispositions permitted an issuance of Equity Interests by Section 7.04; (f) Dispositions a Subsidiary of the Borrower as part of or pursuant to an equity incentive or compensation plan approved by the Company and its Subsidiaries board of property pursuant to sale-leaseback transactions, provided that directors of the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearBorrower; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) ordinary-course-of-business Dispositions of inventory including Eligible Used Vehicle Inventory(i) inventory; (ii) Cash Equivalents; (iii) overdue accounts receivable in connection with the compromise or collection thereof (and not in connection with any financing transaction); and (iv) leases, subleases, rights of way, easements, licenses, and sublicenses that, individually and in the aggregate, do not materially interfere with the ordinary course conduct of businessthe business of the Borrowers or the Restricted Subsidiaries and do not materially detract from the value or the use of the property which they affect; (c) Dispositions of 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; (d) Dispositions of property by a Borrower or any Restricted Subsidiary to the Company a Borrower or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Company or a Subsidiary GuarantorLoan Party; (e) Dispositions in the form of Liens permitted by Section 7.047.01 and Dispositions in the form of Investments permitted by Sections 7.03; (f) Dispositions by the Company Borrowers and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided , subject to the following conditions: (i) that no Default exists at the time of such Disposition, (i) no Default shall exist Disposition or would result from such Disposition and Disposition; and (ii) that the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $35,000,000. (g) Dispositions of property (i) resulting from the condemnation thereof or (ii) that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable, provided that the cash proceeds therefrom are applied in accordance with and to the extent required by Section 2.05(b); (h) Dispositions of Equity Interests of Unrestricted Subsidiaries; (i) Dispositions pursuant to the Development Transactions; (j) Dispositions pursuant to SPE Transactions; and (k) to the extent constituting a Disposition of a dealership SubsidiaryDisposition, the requirements unwinding of Section 7.19 have been satisfiedany Swap Contract pursuant to its terms; provided, however, that any Disposition pursuant to clauses Section 7.05 (ac) through and (gf) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by of accounts receivable in connection with a securitization thereof; provided that the aggregate book value of all accounts receivable of the Company and its Subsidiaries of property pursuant subject to sale-leaseback transactions, provided that the book value of all property so Disposed of a securitization shall not exceed $50,000,000 in 150,000,000 at any fiscal year;time; and (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition, (ii) both immediately before and after giving effect to such Disposition, the Company and its Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 7.11, and (iii) if the aggregate amount of Dispositions made pursuant to this clause (g) shall exceed $150,000,000 during the term of this Agreement, the Company shall provide, prior to the consummation of the Disposition causing such excess and any subsequent Disposition, a Compliance Certificate signed by a Responsible Officer which demonstrates compliance with the preceding clauses (i) and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, ). provided that any Disposition and all Dispositions pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (dc) Dispositions of property by the Borrower or any Subsidiary (i) to the Company Borrower or to a wholly-owned Subsidiary and (ii) to any other Subsidiary in an aggregate amount (excluding the value of such Disposition attributable to the equity of such other Subsidiary that is owned by the Borrower or any other wholly-owned Subsidiary) for all such transfers made during any fiscal year not exceeding $250,000,000; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (d) the sale, transfer or other disposition of cash, cash equivalents and securities in the ordinary course of business; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (gf) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.057.04; provided that (i) at the time of such Disposition, (i) no Event of Default shall exist or would result from such Disposition and (ii) the assets disposed of pursuant to this Section 7.04(f), when aggregated with all assets subject to mergers and consolidations permitted by Section 7.03(c) (where such merger resulted in the case of loss by the Borrower or a Disposition of a dealership Subsidiary, as applicable, of business operations or assets), for such fiscal year, did not result in a loss by the requirements Borrower of Section 7.19 have been satisfiedassets that generated in excess of thirty percent (30%) of the consolidated operating income of the Borrower during the immediately preceding fiscal year of the Borrower; provided, however, that any Disposition pursuant determination of compliance with this clause (f) shall take into account contributions to clauses consolidated operating income as measured on a pro forma basis for such immediately preceding fiscal year resulting from any acquisition by the Borrower or its Subsidiaries of operating assets (aor acquisition of equity securities of any Person holding such assets) through that occurred during such fiscal year or that is anticipated to occur within the twelve (12) month period immediately following the date on which the Borrower or its Subsidiary, as applicable, shall have entered into a definitive agreement for such acquisition if such definitive agreement is entered into during such fiscal year; (g) shall be for fair market valuethe sale or other disposition of property in the ordinary course of business; (h) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (i) transactions permitted by Section 7.03(a) or (b); (j) Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding); (k) terminations or unwinds of Swap Contracts; and (l) Dispositions of interests in Excluded Entities after the initial creation thereof to investors.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for: (a) Dispositions Transfers in the ordinary course of business for reasonably equivalent consideration, including Transfers of Inventory and worn-out or obsolete Equipment; (b) Transfers to a Borrower or worn out propertyany of its Subsidiaries from a Borrower or any of its Subsidiaries; (c) Transfers of property in connection with sale-leaseback transactions provided that the book value of all such property so Transferred shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) in any fiscal year; (d) Transfers of property to the extent such property is exchanged for credit against, whether now owned or hereafter acquiredproceeds are promptly applied to, the purchase price of other property used or useful in the business of a Borrower or its Subsidiaries; (e) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of a Borrower or its Subsidiaries in the ordinary course of business and other non-perpetual licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; (f) Transfers otherwise permitted by the Loan Documents; (g) sales or discounting of delinquent accounts in the ordinary course of business; (bh) Dispositions Transfers associated with the making or disposition of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business;a Permitted Investment; and (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company or to Transfers in connection with a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case acquisition of a Disposition portion of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be assets or rights acquired for fair market valuereasonably equivalent consideration.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Subsidiaries to Dispose of, in one transaction or enter into a series of transactions, any agreement to make any Disposition, except: (a) Dispositions part of obsolete its business or worn out property, whether now owned or hereafter acquired, except: (a) damaged, obsolete, unusable, surplus, used or worn out property, tools or equipment no longer used or useful in its business; (b) any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration; (c) Dispositions to the Borrower or a Subsidiary, including the sale or issuance by the Borrower or any Subsidiary of any Capital Stock of any Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party, (ii) to the extent constituting an Investment, such Investment must be an Investment in a Subsidiary that is not a Loan Party permitted by Section 6.06, or (iii) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair market value and any promissory note or other non-cash consideration received in respect thereof is an Investment in a Subsidiary that is not a Loan Party permitted by Section 6.06; (d) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property to the Borrower or any wholly-owned Subsidiary of the Borrower that is a Loan Party; (e) the Capital Stock of any Subsidiary may be sold, transferred or otherwise disposed of to the Borrower or any wholly-owned Subsidiary of the Borrower that is a Loan Party; (f) Dispositions in connection with the consummation of the Qualifying SPAC Transaction, to the extent such Disposition is expressly required or permitted by any Qualifying SPAC Transaction Agreement, in accordance with the applicable terms, conditions and other provisions thereof; (g) [reserved]; (h) Dispositions to effect transactions permitted pursuant to Sections 6.02, 6.03 (other than Section 6.03(c)(y)) and 6.07; (i) the abandonment, allowance to lapse or expiration of any immaterial intellectual property in the ordinary course of business; (bj) Dispositions of inventory including Eligible Used Vehicle Inventory, cash and Cash Equivalents in the ordinary course of business; (ck) Dispositions of equipment defaulted receivables in the ordinary course of business or real property to in connection with the extent that (i) such property is exchanged for credit against compromise, settlement or collection thereof in the purchase price ordinary course of business or in bankruptcy or similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproceeding; (dl) Dispositions of property by any Subsidiary to the Company assets resulting from condemnation or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantorcasualty events; (em) other Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book assets having a fair market value of all property so Disposed of shall not exceed more than $50,000,000 500,000 in the aggregate in any fiscal year; (gn) the unwinding or termination of any Hedging Agreement; (o) leases of real or personal property and non-exclusive licenses and sub-licenses of intellectual property, in each case, in the ordinary course of business which do not materially interfere with the business of the Borrower and its Subsidiaries; and (p) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuevalue (as reasonably determined by the Borrower in good faith) of non-core assets acquired in connection with an Acquisition permitted hereunder by the Borrower or any Subsidiary, provided that the marketing of such Disposition commences within 90 days of such Acquisition, and provided, further, that such non-core assets are designated at time of the Acquisition by the Borrower in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of its Subsidiaries or any of their respective businesses.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04;; and (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed an amount equal to ten percent (10%) of the case consolidated net worth of a Disposition the Borrower and its Subsidiaries as of a dealership Subsidiary, the requirements end of Section 7.19 have been satisfiedthe immediately preceding fiscal year; provided, however, that any Disposition pursuant to clauses (a) through (gc) and (f) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; and Dispositions of property by the Borrower to any Guarantor; (e) Dispositions permitted by Section 7.047.04 (including, without limitation, pursuant to the Permitted IHC Transaction); (f) Dispositions leases, subleases, licenses and rights to use granted to others not otherwise prohibited by this Agreement that do not materially adversely affect the conduct by the Company Borrower and by its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yeartheir core golf products business; (g) Dispositions made in connection with the closure, downsizing, restructuring, closure or partial closure of the golf ball manufacturing operations of the Borrower; (h) the factoring of Japanese retail receivables by the Company and its Subsidiaries not otherwise permitted under this Section 7.05Callaway Golf K.K.; provided that at the time of such Disposition, and (i) no Default shall exist or would result from such Disposition and (ii) other Dispositions in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedan aggregate amount not to exceed $10,000,000; provided, however, that any Disposition pursuant to clauses (a) through (gh) shall be for fair market value; provided, further, that the Borrower or any of its Material Subsidiaries may enter into an agreement to make a Disposition otherwise prohibited by this Section 7.05 if failure to consummate such Disposition would not result in a liability or Indebtedness otherwise prohibited by this Agreement and either (i) the aggregate amount of assets subject to such agreement, when combined with assets subject to other such agreements, during any fiscal year does not exceed Ten Million Dollars ($10,000,000) or (ii) the consummation of the Disposition contemplated by such agreement is conditioned upon either the termination of this Agreement or receipt of the prior written consent of the Lender. Upon reasonable prior written notice of the Borrower, the Lender agrees, no later than concurrently with any Disposition of any Collateral permitted by this Section 7.05, to release its Lien on such Collateral and, in connection therewith, to file or authorize filing of appropriate amendments or terminations of financing statements and to execute and deliver such releases and related documents as the Borrower shall reasonably request to effectuate such release of the Lender's Lien on such Collateral. Notwithstanding any other provision of this Section 7.05, the restrictions set forth herein shall not apply to any Dispositions or agreements with respect to Dispositions of stock of the Borrower held by the Borrower as treasury stock or held by the GSOT that would constitute margin stock (as defined in Regulation U).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of used, worn out, obsolete or worn out property, whether now owned surplus property by the Borrower or hereafter acquired, any Subsidiary of the Borrower in the ordinary course of business that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of its business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions by any Subsidiary of equipment any all or real any of its business, property or assets to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Borrower or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyany other Subsidiary; (d) Dispositions of property (1) mergers and acquisitions permitted by any Subsidiary to the Company Section 6.03; and (2) transfers or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantordispositions permitted by Section 6.03(c); (e) Dispositions permitted licenses or sublicenses by Section 7.04the Borrower or any Subsidiary of intellectual property and general intangibles, including, without limitation, any proprietary software of the Borrower or any Subsidiary, and licenses, leases or subleases by the Borrower or any Subsidiary of other property, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower or any of its Subsidiaries; (f) Dispositions by any sale or other disposition of cash or Eligible Investments; provided, however, that, in the Company case of Eligible Investments, such sale or disposition shall be made solely for and its Subsidiaries in connection with the Borrower’s or any Subsidiary’s, as applicable, investment portfolio and in accordance with the Investment Policy of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearBorrower; (g) ceding of insurance or reinsurance in the ordinary course of business; (h) other Dispositions by of any assets of the Company and Borrower or any of its Subsidiaries not otherwise permitted under pursuant to the foregoing in this Section 7.056.05; provided that at (A) no Default then exists or would result therefrom, and (B) such assets to be Disposed pursuant to this Section 6.05(h), together with all assets of the time Borrower and its Subsidiaries previously Disposed pursuant to this Section 6.05(h), do not in the aggregate constitute a Substantial Portion of such Disposition, the assets of the Borrower and its Subsidiaries; (i) no Default shall exist or would result from such Disposition and Liens permitted under Section 6.02; and (iij) Dispositions of Investments made in the case of a Disposition of a dealership Subsidiary, the requirements of compliance with Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value6.04.

Dispositions. Make The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, make any Disposition (whether in one transaction or enter into any agreement in a series of transactions or pursuant to make any Disposition, except: (aa Division) Dispositions of obsolete or worn out property, whether now owned or hereafter acquiredor, in the ordinary course case of business; any Subsidiary, issue, sell or otherwise Dispose of (bwhether in one transaction or in a series of transactions or pursuant to a Division) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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 any of such Disposition are reasonably promptly applied Subsidiary’s Equity Interests to the purchase price of such replacement property; any Person, except that, so long as no Default exists or would result therefrom: (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (ea) Dispositions permitted by Section 7.04; 7.03 and 7.04 and, notwithstanding anything in this Section 7.05 to the contrary, Dispositions permitted by Section 7.06; (fb) Dispositions by among the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05Subsidiaries; provided that at the time of such Disposition, (i) no Default shall exist if the transferor is a Grantor or would result from such Disposition and a Subsidiary Guarantor, then the transferee must be a Grantor or a Subsidiary Guarantor, as applicable, (ii) if the property subject to such Disposition includes any Borrowing Base Asset, then, upon consummation of such Disposition such property shall either continue to qualify as a Borrowing Base Asset or shall have been removed as a Borrowing Base Asset pursuant to a Release Transaction in accordance with the provisions of Section 2.18(c) and (iii) if the property subject to such Disposition includes any Collateral, then, upon consummation of such Disposition such property shall either continue to constitute Collateral or the Borrowing Base Asset constituting or related to such Collateral shall have been removed as a Borrowing Base Asset pursuant to a Release Transaction in accordance with the provisions of Section 2.18(c); (c) the issuance, sale or other Disposition of limited partnership interests of the Operating Partnership and/or membership interests in the case CARET Entities, but solely to the extent that, after giving effect thereto, a Change of a Control has not occurred; (d) the Disposition of any property (including Equity Interests in Subsidiaries) that does not constitute a dealership SubsidiaryBorrowing Base Asset or Collateral, so long as the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.Loan Parties are in 119

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for: (a) Dispositions Transfers in the ordinary course of business for reasonably equivalent consideration; (b) Transfers to any Borrower or any of its Subsidiaries from any other Borrower or any of its Subsidiaries; (c) Transfers of property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrowers or their Subsidiaries; (d) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrowers or their Subsidiaries in the ordinary course of business and other non-perpetual licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; (e) Transfers otherwise expressly permitted by the Loan Documents; (f) sales or discounting of delinquent accounts in the ordinary course of business; (g) Transfers associated with the making or disposition of a Permitted Investment; (h) Transfers of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (bi) Dispositions Transfers consisting of inventory including Eligible Used Vehicle Inventory, in the ordinary course discounting of businesscustomer letters of credit on a non-recourse basis; (cj) Dispositions Transfers in connection with an acquisition permitted hereunder of equipment a portion of a Person’s assets or real property to the extent rights acquired for reasonably equivalent consideration that otherwise complies with Section 7.3; (k) Transfers of any non-core Intellectual Property for fair market value that (i) such property is exchanged for credit against not material to the purchase price business of similar replacement property or the Borrowers and their Subsidiaries as currently operated and (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to will not result in a wholly-owned Subsidiarymaterial adverse effect; provided that if the transferor Borrower shall provide Bank at least thirty (30) days prior written notice (or such other notice acceptable to Bank, in its sole discretion) of any such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor;transfer; and (el) Dispositions permitted Transfers by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.057.1; provided that (i) at the time of such DispositionTransfer, (i) no Event of Default shall exist has occurred or is continuing or would result from such Disposition Transfer and (ii) the aggregate book value of all property Transferred in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that reliance on this clause (k) in any Disposition pursuant to clauses fiscal year shall not exceed Two Million Dollars (a) through (g) shall be for fair market value$2,000,000).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn outworn-out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property property, or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (e) Dispositions of property in a Sale and Leaseback Transaction that is permitted by Section 7.13; (f) Dispositions by the Company and its Subsidiaries transfers of property pursuant subject to sale-leaseback transactionsInvoluntary Dispositions (if consensual, provided that upon receipt of the book value net cash proceeds of all property so Disposed of shall not exceed $50,000,000 in any fiscal year;such Involuntary Disposition); and (g) other Dispositions by the Company so long as (i) no Default or Event of Default shall have occurred and its Subsidiaries not otherwise permitted under this Section 7.05; provided that be continuing at the time of such Disposition, (i) no Default shall exist Disposition or would result from such Disposition and therefrom, (ii) at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the case transaction and shall be in an amount not less than the fair market value of the property disposed of (provided, that, for the purposes of this clause (ii), any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder) of the Borrower or the applicable Subsidiary (other than liabilities that are by their terms subordinated to the Secured Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing (unless such release is not required in order for the Borrower or the applicable Subsidiary to be fully released for all of their obligations with respect to such Indebtedness) shall be deemed to be cash), (iii) such transaction does not involve the sale or other disposition of a Disposition of a dealership minority Equity Interests in any wholly-owned Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, and (v) the requirements aggregate net book value of all of the assets sold or otherwise Disposed of by the Loan Parties and their Subsidiaries in all such transactions (A) occurring in any fiscal year shall not exceed $10,000,000100,000,000 , and (B) occurring after the FirstSecond Amendment Effective Date shall not exceed $20,000,000.200,000,000; and (h) other Dispositions not otherwise permitted pursuant to this Section 7.19 have been satisfied7.05; provided, howeverthat, that any Disposition pursuant to clauses (athe aggregate net book value of all of the assets sold or otherwise Disposed by the Loan Parties and their Subsidiaries in all such Dispositions in reliance on this Section 7.05(h) through (g) after the Second Amendment Effective Date shall be for fair market valuenot exceed $50,000,000.

Dispositions. Make The Borrower will not, and will not permit any Disposition Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, sell, transfer, lease or enter into otherwise dispose (including pursuant to a merger) of any agreement to make asset (other than cash and Cash Equivalents), including any DispositionEquity Interest, and the Borrower will not and will not permit any Subsidiary to, issue any Equity Interest, except: (a) Dispositions (i) sales, transfers, leases and other dispositions of used or surplus equipment or other obsolete or, in the reasonable judgment of Borrower, unnecessary assets, (ii) the licensing of intellectual property by the Borrower to any Subsidiary Guarantor, (iii) the substantially contemporaneous exchange of equipment by any Subsidiary for property of a like kind, to the extent that the equipment received by such Subsidiary in such exchange is of a value equivalent to the value of the equipment exchanged (provided, that after giving effect to such exchange, the value of the property subject to perfected first priority Liens in favor of the Administrative Agent under the Security Documents is not materially reduced), and (iv) the sale, transfer or worn out property, whether now owned or hereafter acquired, other disposition of property and inventory in the ordinary course of business; (b) Dispositions sales, transfers, leases and other dispositions (i) made by the Borrower to any Subsidiary Guarantor, (ii) made by any Subsidiary to the Borrower or any Subsidiary Guarantor, and (iii) made by any Excluded Subsidiary to any other Excluded Subsidiary; (c) Liens permitted by Section 7.2, sales, transfers, leases and other dispositions permitted by Section 7.3, Investments permitted by Section 7.4, sale and leaseback transactions permitted by Section 7.6, and Restricted Payments permitted by Section 7.8; (d) the sale, transfer, lease and other disposition or abandonment of inventory including Eligible Used Vehicle Inventoryintellectual property that is, in the reasonable judgment of the Parent, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and the Subsidiary Guarantors taken as a whole; (e) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not part of any bulk sale or financing of receivables); (cf) Dispositions the AWN Contribution, provided that, immediately before and immediately after giving effect thereto, no Event of equipment Default shall exist or real property to the extent that would occur; (g) issuances of Equity Interests (i) such property is exchanged for credit against by the purchase price of similar replacement property or Borrower to the Parent, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a any Subsidiary Guarantor, and (iii) by any Excluded Subsidiary to the transferee thereof must either be the Company Borrower or a Subsidiary Guarantorany Subsidiary; (eh) Dispositions issuances of Equity Interests by AWN to GCI Wireless and ACS or its affiliate as contemplated by the AWN Contribution Agreement; (i) other issuances of Equity Interests by any Subsidiary to the extent arising out of (i) an Investment by the Borrower or any other Subsidiary permitted by Section 7.04;7.4, (ii) a sale, transfer or other disposition by the Borrower or any Subsidiary permitted by Section 7.7(j), or (iii) a Restricted Payment made by the Borrower or any Subsidiary permitted by Section 7.8; and (fj) Dispositions other sales, transfers, leases and other dispositions of assets by the Company Borrower or any Subsidiary and its Subsidiaries issuances of property pursuant to sale-leaseback transactionsEquity Interests by a Subsidiary, provided that if each of the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year;following conditions is met: (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) immediately before and immediately after giving effect thereto, no Default shall exist or would result from such Disposition and occur; (ii) immediately after giving effect thereto, the Parent shall have satisfied the requirements in Section 6.1(e) with respect thereto, if any; (iii) the aggregate consideration received by the Borrower and the Subsidiaries in connection therewith shall not be less than the fair market value of the property transferred by the Borrower and the Subsidiaries in connection therewith; (iv) the terms thereof shall be “arm’s length”; and (v) the fair market value of all property of the Borrower and the Subsidiaries sold, transferred, leased or otherwise disposed of, and Equity Interests issued, pursuant to this Section 7.7(j) would not exceed (A) $50,000,000 in any one fiscal year, or (B) $100,000,000 in the case of a Disposition of a dealership Subsidiary, aggregate since the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valueClosing Date.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the operations of any Loan Party or Subsidiary, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by licenses of IP Rights in the Company ordinary course of business and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearsubstantially consistent with past practice; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this subsection (g) shall not exceed (A) $10,000,000 in the case aggregate during any fiscal year and (B) $30,000,000 in the aggregate during the term of a Disposition of a dealership Subsidiarythis Agreement and (iii) the price for such asset shall be paid to the Borrower or such Subsidiary solely in cash; and (h) so long as no Default shall occur and be continuing, the requirements grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.19 have been satisfied7.05(g); provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (gSection 7.05(h) shall be for fair market value. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Material Intellectual Property held by a Loan Party may be disposed of or transferred to any other Person who is not a Loan Party or contemporaneously therewith becomes a Loan Party.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to salenon-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearstrategic business assets; (g) Non-exclusive license of IP Rights granted to customers in the ordinary course of business and substantially consistent with past practices and not interfering in any material respect with the ordinary conduct of the business of the Borrower or such Subsidiary; and (h) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) for any twelve consecutive calendar month period, the aggregate of all property Disposed of in the case reliance on this clause (h) shall not constitute assets generating more than 10% of Consolidated EBITDA for such period, as evidenced by a certificate of a Disposition of a dealership Subsidiary, Responsible Officer at the requirements of Section 7.19 have been satisfiedtime delivered to the Administrative Agent concurrently with each such Disposition; provided, however, that any Disposition pursuant to clauses (a) through b), (g) and (h) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquiredacquired or Dispositions of property no longer used or useful in the conduct of ​ ​ the business of the Borrower, in each case in the ordinary course of businessbusiness or where such property is not otherwise material to the operation of a Charging Station or the Project; (b) Dispositions of inventory including Eligible Used Vehicle Inventoryinventory, goods held for sale and immaterial assets in the ordinary course of business; provided that this clause (b), for the avoidance of doubt, shall not permit the Disposition of any Charging Station covered by clause (n) below; (c) Dispositions of equipment or real property in the ordinary course of business 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; provided that this clause (c) shall not apply to the Disposition of any Charging Station covered by clause (n) below; (d) Dispositions sales of property by (and the granting of any Subsidiary option or other right to the Company purchase, lease or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantorotherwise acquire) power, the transferee thereof must either be the Company energy, capacity or a Subsidiary Guarantorancillary services or products; (e) Dispositions permitted by Section 7.04of cash and Cash Equivalents; (f) Dispositions of accounts receivable in connection with the collection or compromise thereof; (g) leases, subleases, licenses or sublicenses of property (and the termination of each such agreement in accordance with its terms), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower; (h) transfers of property subject to Casualty Events following receipt of the Net Cash Proceeds of such Casualty Event to the extent such Net Cash Proceeds are not reinvested and are applied (to the extent required) to prepayment in accordance with the Loan Documents; (i) the termination or unwinding of Swap Contracts pursuant to their terms; (j) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), or transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; (k) any other Disposition by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, Borrower; provided that the book fair market value thereof, determined in good faith by the Borrower, disposed of all property so Disposed of pursuant to this Section 7.05(k) shall not exceed $50,000,000 [*****] in any fiscal year; (gl) Dispositions by to the Company and its Subsidiaries not otherwise extent constituting a Disposition, any Restricted Payment permitted under this to be made pursuant to Section 7.05; provided that at 7.06; (m) any Disposition of Tax Credits or RECs in connection with the time monetization of such Disposition, Tax Credits or RECs; ​ ​ (in) no Default shall exist or would result from such Disposition and (ii) in the case of a any Disposition of a dealership Subsidiary, Charging Stall made substantially concurrently with the requirements substitution of Section 7.19 have been satisfiedsuch Charging Stall with a Comparable Stall; provided, however, that and (o) any Disposition pursuant to clauses (a) through (g) shall be for fair market valueset forth on Schedule 7.05.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, and Hydrocarbons in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that so long as (i) such property is exchanged for credit against not less than seventy-five percent (75%) of the purchase price of similar replacement property or for such asset shall be paid in cash; (ii) the proceeds aggregate purchase price paid to Loan Parties for such asset and all other such assets sold by Loan Parties during any period of four consecutive fiscal quarters pursuant to this clause (c) shall not exceed $5,000,000; (iii) no Default or Event of Default shall exist prior to or after giving effect to such sale and (iv) the Borrower shall make the prepayment or reinvestment of Net Cash Proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyextent required by Section 2.04(c); (d) Dispositions of property by any Subsidiary Loan Party to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantoranother Loan Party; (e) Liens permitted by Section 7.01, Investments permitted by Section 7.02, Dispositions permitted by Section 7.04, and Restricted Payments permitted by Section 7.06; (f) Dispositions by the Company liquidations or other dispositions of cash and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearCash Equivalents; (g) Dispositions by disposition of owned or leased vehicles in the Company and its Subsidiaries not otherwise permitted under this Section 7.05ordinary course of business; (h) the Permitted Sale/Leaseback Transaction; provided that at the time of such Disposition, and (i) no Default shall exist or would result from such Disposition and (ii) in the case disposition of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; Excluded Property. provided, however, that any Disposition pursuant to clauses (a), (b), (c) through and (gf) shall be for fair market value. The Lenders hereby consent and agree to the release by the Collateral Agent of any and all Liens on the property sold or otherwise disposed of in compliance with this Section 7.05.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) obsolete or worn out propertyproperty and (ii) equipment that is no longer useful in the ordinary course of business, in each case, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Restricted Subsidiary to the Company or Borrower, to a any wholly-owned Restricted Subsidiary or to any Permitted Water Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (ed) Dispositions permitted by Section 7.04; (fe) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $25,000,000 (or such greater amount as may be approved by the case Administrative Agent in its Permitted Discretion), (iii) the assets subject to such Disposition do not constitute Collateral, and (iv) at least 75% of a Disposition the purchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash; and (f) sales or non-exclusive grants of a dealership licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of other assets, of the Borrower or any wholly-owned Restricted Subsidiary to the extent not materially interfering with the business of the Borrower or any Restricted Subsidiary, the requirements of Section 7.19 have been satisfied; . provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through Section 7.05(f) (gother than Dispositions to a Loan Party) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $15,000,000; provided that not less than 75% of the consideration received by the Borrower and it Subsidiaries shall be cash; (g) licenses of any intellectual property so long as any such license, individually or in the case aggregate with all such licenses, does not materially impair the business of the Borrower and its Subsidiaries taken as a Disposition whole as currently conducted; and (h) leases of a dealership Subsidiary, real or personal property in the requirements ordinary course of Section 7.19 have been satisfiedbusiness; provided, however, that any Disposition pursuant to clauses (a) through (gh) shall be for fair market value.

Dispositions. Make None of Holdings, the Borrower or any Disposition or enter into any agreement to of the Restricted Subsidiaries shall make any Disposition, except: (a) (i) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of Holdings or any of its Restricted Subsidiaries and (ii) Dispositions of property no longer used or useful in the conduct of the business of Holdings and its Restricted Subsidiaries outside the ordinary course of business; (b) Dispositions of inventory inventory, goods held for sale in the ordinary course of business and immaterial assets (including Eligible Used Vehicle Inventory, allowing any registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property Holdings or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, (i) the transferee thereof must either be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (d) Dispositions made on the Company or a Subsidiary GuarantorClosing Date to consummate the Transactions; (e) Dispositions permitted by Section 7.04of Cash Equivalents; (f) Dispositions by leases, subleases, licenses or sublicenses (including the Company provision of software or the licensing of other intellectual property rights), in each case in the ordinary course of business and which do not materially interfere with the business of Holdings and its Subsidiaries of property pursuant to sale-leaseback transactionsRestricted Subsidiaries, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yeartaken as a whole; (g) transfers of property subject to Casualty Events; (h) Dispositions by the Company and its Subsidiaries of property not otherwise permitted under this Section 7.057.05 in an aggregate amount during the term of this Agreement not to exceed the greater of $125,000,000 and 15% of Total Assets as of the Closing Date; provided that (i) at the time of such DispositionDisposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), (i) no Default shall exist or would result from such Disposition; (ii) other than with respect to any Dispositions pursuant to this clause (h) in an aggregate amount during the term of this Agreement not to exceed $50,000,000, the Total Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), as if such Disposition had been made on the last day of such four quarter period shall be no greater than the Total Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended) and (iii) with respect to any Disposition pursuant to this clause (h) for a purchase price in excess of $10,000,000, Holdings or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇)(▇), (▇), (▇)(▇) and (ii) in the case of a Disposition of a dealership Subsidiary), the requirements of Section 7.19 have been satisfiedand (dd)); provided, however, that for the purposes of this clause (h)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’ or the applicable Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which Holdings and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing and (B) any securities received by Holdings or the applicable Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred eighty (180) days following the closing of the applicable Disposition; (i) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and sales of assets received by Holdings or any Restricted Subsidiary from Persons other than Loan Parties upon foreclosure on a Lien; (j) any exchange of assets for assets or services (other than current assets) related to a similar business of comparable or greater market value or usefulness to the business of Holdings and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower; (k) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (l) the unwinding of any Swap Contracts; (m) Dispositions of any Equity Interests or interests in any joint venture entity not constituting a Subsidiary in accordance with the applicable joint venture agreement or arrangement relating thereto; (n) any Disposition of assets in connection with a Sale/Leaseback Transaction permitted by Section 7.14; (o) the Disposition of any Unrestricted Subsidiary; (p) transactions permitted by Section 7.02, 7.04 and 7.06; (q) any Disposition of any asset between or among Holdings and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses this Section 7.05; (ar) through any of the transactions described on Schedule 7.05; (gs) the sale (without recourse) of receivables (and related assets) pursuant to factoring arrangements entered into in the ordinary course of business; and (t) any Disposition of Corporate Co-Borrower Margin Stock. provided that any Disposition of any property pursuant to Section 7.05(h) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing upon request of any Loan Party in accordance with Section 9.08.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary Group Member to the Company Borrower or to a wholly-owned Subsidiaryanother Group Member; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by non-exclusive licenses of IP Rights in the Company and its Subsidiaries ordinary course of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearbusiness; (g) Dispositions by the Company Borrower and its Subsidiaries Group Members not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) shall not exceed in the case aggregate, on the date of a such Disposition, including any Disposition to be made on such date of determination, ten percent (10%) of the Borrower’s consolidated total assets; (h) Dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; (i) The abandonment, termination or other Disposition of a dealership Subsidiary, IP Rights in the requirements ordinary course of Section 7.19 have been satisfiedbusiness; and (j) Dispositions or use of cash and cash equivalents in the ordinary course of business; provided, however, that any Disposition pursuant to clauses (a) through ), (b), (c), (f), (g) and (j) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of used, worn out, obsolete or worn out property, whether now owned surplus property by the Borrower or hereafter acquired, any of its Subsidiaries in the ordinary course of businessbusiness or the abandonment or allowance to lapse or expire or other Disposition of Intellectual Property in the ordinary course of business that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the Borrower and its Subsidiaries taken as a whole; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided provided, that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantoranother Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided provided, that the book value of all property so Disposed of of, shall not exceed $50,000,000 in any fiscal year1.0% of Tangible Assets; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided provided, that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition Disposition, and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed the greater of (x) $8,000,000 and (y) 1.0% of Tangible Assets; (h) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of this Section 7.05; (i) leases (including operating and capital leases), subleases, assignments, licenses, sublicenses of real or personal property or IP Rights in the case ordinary course of business and in accordance with the applicable Collateral Documents; provided, however, that any license or sublicense of intellectual property shall be on a nonexclusive basis; (j) sales or discounts (without recourse) of accounts receivable arising in the ordinary course of business in connection with the compromise of collection thereof; (k) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or make pursuant to customary buy/sell arrangement between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (l) transfers of property subject to casualty or condemnation events upon receipt of the net cash proceeds constituting and Extraordinary Receipt; (m) to the extent constituting a Disposition, the granting of a Lien permitted under Section 7.01 (but not the sale or other Disposition of a dealership Subsidiary, the requirements property subject to such Lien); (n) Dispositions of Section 7.19 have been satisfiedreceivables and rights related to such receivables in connections with any Permitted Securitization Programs; and (o) Sale and Leaseback transactions relating to NRP Dispositions. provided, however, that any Disposition pursuant to clauses Section 7.05(a), (a) through b), (c), (f), (g) and (l) shall be for fair market valuevalue and any Disposition pursuant to Section 7.05(n) shall be for Fair Market Value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary the Guarantor, the transferee thereof must either be the Company Borrower or must be a wholly-owned Subsidiary Guarantorthat assumes the obligations of the Guarantor under the Guaranty and the Mortgage; (e) Dispositions permitted by Section 7.04Sections 7.01, 7.02 and 7.03; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book (other than Collateral) having a fair market value of all property so Disposed of shall not exceed less than $50,000,000 in any fiscal year5,000,000 individually; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that 7.04 so long as (A) the aggregate amount (based upon the fair market value of the assets) of all property sold or otherwise disposed pursuant to all such Dispositions on and after the Closing Date at the time of and after giving effect to any such DispositionDisposition does not constitute a Substantial Portion of the property of the Borrower and its Subsidiaries and (B) at least 75% of the total consideration received by the Borrower or any of its Subsidiaries, as applicable, for such Disposition or series of Dispositions consists of cash or cash equivalents; (h) Dispositions necessary or advisable to complete the Separation Transactions, provided that after giving Pro Forma Effect to the Separation Transactions, the Borrower is in compliance with the financial covenants in Section 7.11; (i) no Default shall exist Dispositions of interests held by the Borrower and its Subsidiaries in electricity generating units to tenants-in-common (or would result from such Disposition and (iiAffiliates thereof) in the case exchange for reasonably equivalent tenants-in-common interests in other electricity generating units; and (j) non-recourse Dispositions by Subsidiaries of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedaccounts receivable at face value for 100% cash consideration; provided, however, that any Disposition pursuant to clauses (a) through (g) and (j) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyother property that is no longer materially beneficial in its business, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement other property used in the ordinary course of business or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement other property; (d) Dispositions of property by any Subsidiary to the Company Borrower or by any Loan Party to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantorany other Loan Party; (e) Dispositions consisting of Investments permitted by Section 7.047.02(a); (f) Dispositions (i) permitted by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year;Section 7.04 or (ii) described on Schedule 7.05; and (g) Dispositions by the Company Borrower and its Restricted Subsidiaries (i) of logistics assets of the Borrower or any such Restricted Subsidiary to any MLP Party (subject to the receipt of cash or the other consideration described in Section 7.02(f)) and (ii) not otherwise permitted under this Section 7.05; provided that (A) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (iiB) except with respect to Dispositions of assets to any MLP Party pursuant to the MLP Documents or otherwise permitted under clause (i) above, the aggregate book value of all property Disposed of in reliance on this clause (g) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; any fiscal year shall not exceed $10,000,000. provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make Sell, lease or make any Disposition or enter into any agreement to make any Disposition, exceptexcept so long as no Default or Event of Default exists at the time or would occur as a result thereof: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course Ordinary Course of businessBusiness; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course Ordinary Course of businessBusiness; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or for use in the Ordinary Course of Business, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty for use in the Ordinary Course of Business or (iii) the board of directors or senior management of the Borrower or such Subsidiary has determined in good faith that the failure to replace such property will not be detrimental to the business of the Borrower or such Subsidiary; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if Subsidiary of the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary GuarantorBorrower; (e) Dispositions permitted by Section 7.04; (f) Dispositions by non-exclusive licenses of IP Rights in the Company Ordinary Course of Business and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall substantially consistent with past practice for terms not exceed $50,000,000 in any fiscal year;exceeding five years; and (g) other Dispositions by the Company or property (other than accounts and its Subsidiaries notes receivable) not otherwise permitted under described in subsections (a) through (f) of this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result aggregate consideration from such Disposition Dispositions received by the Borrower and its Subsidiaries, including aggregate cash received and the aggregate fair market value of non-cash property received, shall not exceed 5% of the total assets of the Borrower (iidetermined on a consolidated basis in accordance with GAAP) in as of the case end of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedBorrower's most recently ended fiscal year; provided, however, provided that any Disposition pursuant to clauses subsections (a) through (g) shall be for fair market value.

Dispositions. Make The Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary GuarantorGuarantor (or become a Guarantor upon consummation of such transfer); (e) Dispositions permitted by Section 7.04; (f) Dispositions by of Equity Interests of any Subsidiary if, at the Company and its Subsidiaries time of property pursuant to sale-leaseback transactionssuch Disposition, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year;such Subsidiary has no assets or operations; and (g) Dispositions by the Company and its Subsidiaries Borrower or any Subsidiary not otherwise permitted under this Section 7.05; provided that 7.05 so long as (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition therefrom, and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year of the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedBorrower shall not exceed $2,000,000; provided, however, provided that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make No Credit Party shall, nor shall they permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyProperty, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property Property not covered under clause (a) above to the extent that (i) such property 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;Property. (d) Dispositions of property Property by any Subsidiary to the Company a Credit Party or to a wholly-owned Wholly Owned Subsidiary; provided provided, that if the transferor of such property is a Subsidiary GuarantorCredit Party, the transferee thereof must either be the Company or a Subsidiary GuarantorCredit Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company Credit Parties and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided provided, that (i) at the time of such Disposition, (i) no Default shall exist or Event of Default exists and is continuing (that would not be cured by such Disposition) or would result from such Disposition and (ii) after giving effect thereto, the Credit Parties are in compliance with the financial covenants in Section 6.12, on a Pro Forma Basis as if such Disposition had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01; (g) real estate leases entered into in the case ordinary course of business; and (h) Dispositions of a Disposition of a dealership Subsidiary, Borrowing Base Property so long as Borrower complies with the requirements provisions of Section 7.19 have been satisfied; provided6.16. Notwithstanding anything above, however, that any Disposition pursuant to clauses (a) through (gf) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and (ii) machinery and equipment from the Borrower or a Subsidiary to the Borrower or a Subsidiary in the ordinary course of business in connection with the management of the manufacturing facilities and operations of the Borrower and its Subsidiaries; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, either (i) such Disposition must constitute an Investment permitted by Section 7.02(d)(iv) or (ii) the transferee thereof must either be the Company Borrower, another Subsidiary that is a Guarantor, or a Material Subsidiary Guarantorand such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such Disposition; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Non-Recourse Subsidiaries of (i) property pursuant to sale-leaseback transactionstransactions constituting Non-Recourse Project Indebtedness, provided that the book value of all property so Disposed of shall not exceed $50,000,000 (ii) their interests in any fiscal yearsolar projects, and (iii) residual revenue streams related to solar projects; (g) Dispositions of (i) any property, land or building (including any related receivables or other intangible assets) of the Borrower or any Subsidiary to any Person which is not a Subsidiary of the Borrower, or (ii) the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Company and its Subsidiaries Borrower or any other Subsidiary to any Person which is not otherwise permitted under this Section 7.05a Subsidiary of the Borrower (including by merger or consolidation with a Person which is not a Subsidiary of the Borrower); provided that: (A) the consideration for such Disposition represents fair market value for such Disposition; (B) in the case of any such Disposition involving consideration in excess of $50,000,000, at least five Business Days prior to the date of completion of such Disposition the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed on behalf of the Borrower by a Responsible Officer, which certificate shall contain (1) a description of the proposed Disposition, the date such Disposition is scheduled to be consummated, the estimated purchase price or other consideration for such Disposition, (2) a certification that at the time no Default or Event of Default has occurred and is continuing, or would result from consummation of such Disposition, (i3) no Default (if requested by the Administrative Agent) a certified copy of the draft or definitive documentation pertaining thereto and (4) a reasonably detailed calculation demonstrating compliance with subpart (C) below and that immediately after giving effect to such Disposition, the Borrower and its Subsidiaries shall exist be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or would result from (b) as though such Disposition had been consummated as of the first day of the fiscal period covered thereby; and (iiC) the aggregate amount of all assets Disposed of pursuant to this Section 7.05(g) during any fiscal year of the Borrower shall not have contributed more than 10% of Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended fiscal year; and (h) Dispositions in fiscal year 2011 in respect of the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedKuching Sale Leaseback in an aggregate amount not to exceed $50,000,000; provided, however, provided that any Disposition pursuant to clauses (a) through (g) this Section 7.05 shall be for fair market valuevalue (as determined by the Borrower in its reasonable judgment).

Dispositions. Make The Reporting Entity will not, and will not permit any Disposition Restricted Subsidiary to, convey, sell, assign, transfer or enter into otherwise dispose of (each a “Disposition”) any agreement of its property or assets outside the ordinary course of business, other than to make any Dispositionmember of the Consolidated Group, exceptexcept for: (a) Dispositions of obsolete assets and property that are (i) obsolete, worn, damaged, uneconomic or worn out otherwise deemed by any member of the Consolidated Group to no longer be necessary or useful in the operation of such member of the Consolidated Group’s current or anticipated business or (ii) replaced by other assets or property of similar suitability and value; STERIS CORPORATION NOTE PURCHASE AGREEMENT (b) Dispositions of cash and Cash Equivalents; (c) Dispositions of accounts receivable (i) in connection with the compromise or collection thereof, (ii) deemed doubtful or uncollectible in the reasonable discretion of any member of the Consolidated Group, (iii) obtained by any member of the Consolidated Group in the settlement of joint interest billing accounts, (iv) granted to settle collection of accounts receivable or the sale of defaulted accounts arising in connection with the compromise or collection thereof and not in connection with any financing transaction or (v) in connection with a Permitted Receivables Facility; (d) any other Disposition (not otherwise permitted under this Agreement) of any assets or property; provided that after giving effect thereto, whether now owned the Reporting Entity would be in pro forma compliance with the covenants set forth in Section 10.2; (e) Dispositions by any member of the Consolidated Group of all or hereafter acquiredany portion of any Subsidiary that is not a Material Subsidiary; (f) leases, licenses, subleases or sublicenses by any member of the Consolidated Group of intellectual property in the ordinary course of business; (bg) Dispositions arising as a result of inventory including Eligible Used Vehicle Inventory(i) the granting or incurrence of Liens permitted under Section 10.3 or (ii) transactions permitted under Section 10.4 (other than Section 10.4(d)) of this Agreement; (h) any Disposition or series of related Dispositions that does not individually or in the aggregate exceed $10,000,000; (i) Dispositions constituting terminations or expirations of leases, licenses and other agreements in the ordinary course of business;; and (cj) Dispositions contributions of 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) assets in the case ordinary course of a Disposition business to joint ventures entered into in the ordinary course of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuebusiness.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (di) Dispositions of property by any Subsidiary to the Company Domestic Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorGuarantor (other than as contemplated in item (iii) of this subsection), the transferee thereof must either be the Company a Borrower or a Guarantor, (ii) the Domestic Borrower may Dispose of 100% of the Equity Interests in Diodes FabTech Inc. to either (A) a First-Tier Foreign Subsidiary Guarantorof the Domestic Borrower; provided that, at such time, 65% of the Equity Interests of such First-Tier Foreign Subsidiary is pledged to support the Obligations and the remaining 35% is pledged to support the Foreign Obligations or (B) a direct Foreign Subsidiary of the Foreign Borrower; provided that, at such time, 100% of the Equity Interests of such direct Foreign Subsidiary is pledged to support the Foreign Obligations (in each of the foregoing items (A) and (B) of this subsection, pursuant to such documentation as may be reasonably required by the Administrative Agent including, without limitation, documentation and legal opinions under the applicable Foreign jurisdictions), and (iii) Diodes FabTech Inc., may Dispose of its property to any Subsidiary of the Domestic Borrower; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries Loan Parties not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $10,000,000 and (iii) the case purchase price for such asset shall be paid to such Loan Party solely in cash; and (g) Dispositions by any Subsidiaries that are not Loan Parties not otherwise permitted under this Section 7.05; provided that (i) at the time of a Disposition such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of a dealership Subsidiary, all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $10,000,000 and (iii) the requirements of Section 7.19 have been satisfied; purchase price for such asset shall be paid to such Subsidiary solely in cash. provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Subsidiaries; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, and goods held for sale in the ordinary course of business; (c) Dispositions of 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; provided that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; (d) Dispositions of property by any Subsidiary from a Loan Party to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantoranother Loan Party; (e) Dispositions permitted by Sections 9.2 (other than Section 7.049.2(e)), 9.4 (other than Section 9.4(e)) and 9.6 (other than Section 9.6(c)) and Liens permitted by Section 9.1 (other than Section 9.1(m)(ii)); (f) Dispositions by leases, subleases, licenses or sublicenses (including the Company provision of software under an open source license), in each case, other than sublease, in the ordinary course of business and, which do not materially interfere with the business of the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactionsSubsidiaries, taken as a whole, provided that the book value no exclusive license shall be permitted hereunder; provided, that such ordinary course of all property so Disposed of business qualification shall not exceed $50,000,000 in apply to any fiscal yearsubleases of real property; (g) Dispositions by (other than Commission Receivables and Intellectual Property material to the Company business of the Borrower and its Subsidiaries Subsidiaries) of assets not otherwise permitted under this Section 7.059.5; provided that (i) at the time of such DispositionDisposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default has occurred and is continuing), (i) no Event of Default shall exist have occurred and be continuing or would result from such Disposition Disposition; and (ii) in the case aggregate fair market value of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition all assets Disposed pursuant to clauses (a) through this clause (g) shall not exceed $15,000,000; and (iii) the Borrower or any of its Subsidiaries shall receive not less than 72 seventy five percent (75%) of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than Liens permitted by Section 9.1); (h) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (i) [reserved]; (j) the unwinding of any Swap Contract; (k) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any IP Rights that are not necessary for the operation of the business of the Borrower and its Subsidiaries, taken as a whole; (l) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding any boot thereon permitted by such provision) for use in any business conducted by the Borrower or any of its Subsidiaries that is not in contravention of Section 9.7; (m) Dispositions of delinquent or doubtful accounts receivable in connection with the collection or compromise thereof in the ordinary course of business; (n) Dispositions of Cash Equivalents; and (o) any Specified Disposition. provided that any Disposition of any property pursuant to this Section 9.5 (except pursuant to Sections 9.5(a), (e),(h), (j), (k) and (m) and except for Dispositions from the Borrower or a Subsidiary that is a Loan Party to the Borrower or a Subsidiary that is a Loan Party), shall be for no less than the fair market valuevalue of such property at the time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 9.5 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Collateral Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; and Dispositions of property by the Borrower to any Guarantor; (e) Dispositions permitted by Section 7.047.04 (including, without limitation, pursuant to the Permitted IHC Transaction); (f) Dispositions leases, subleases, licenses and rights to use granted to others not otherwise prohibited by this Agreement that do not materially adversely affect the conduct by the Company Borrower and by its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yeartheir core golf products business; (g) Dispositions made in connection with the closure, downsizing, restructuring, closure or partial closure of the golf ball manufacturing operations of the Borrower; (h) the factoring of Japanese retail receivables by the Company and its Subsidiaries not otherwise permitted under this Section 7.05Callaway Golf K.K.; provided that at the time of such Disposition, and (i) no Default shall exist or would result from such Disposition and (ii) other Dispositions in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedan aggregate amount not to exceed $10,000,000; provided, however, that any Disposition pursuant to clauses (a) through (gh) shall be for fair market value; provided, further, that the Borrower or any of its Material Subsidiaries may enter into an agreement to make a Disposition otherwise prohibited by this Section 7.05 if failure to consummate such Disposition would not result in a liability or Indebtedness otherwise prohibited by this Agreement and either (i) the aggregate amount of assets subject to such agreement, when combined with assets subject to other such agreements, during any fiscal year does not exceed Ten Million Dollars ($10,000,000) or (ii) the consummation of the Disposition contemplated by such agreement is conditioned upon either the termination of this Agreement or receipt of the prior written consent of the Administrative Agent. Upon reasonable prior written notice of the Borrower, the Administrative Agent agrees, no later than concurrently with any Disposition of any Collateral permitted by this Section 7.05, to release its Lien on such Collateral and, in connection therewith, to file or authorize filing of appropriate amendments or terminations of financing statements and to execute and deliver such releases and related documents as the Borrower shall reasonably request to effectuate such release of the Administrative Agent's Lien on such Collateral. Notwithstanding any other provision of this Section 7.05, the restrictions set forth herein shall not apply to any Dispositions or agreements with respect to Dispositions of stock of the Borrower held by the Borrower as treasury stock or held by the GSOT that would constitute margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete used, obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and the abandonment or other Disposition of intellectual property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Subsidiaries, taken as a whole; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that that: (i) such property is exchanged for credit against the purchase price of similar replacement property property; or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (di) Dispositions of property by Borrower or any Subsidiary thereof to the Company Borrower or to a wholly-owned SubsidiarySubsidiary of Borrower; provided that that, if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Guarantor, and (ii) Dispositions of property by any Foreign Subsidiary Guarantorto any other Foreign Subsidiary; (e) Dispositions permitted by Section 7.047.04(b)(i) or Section 7.04(b)(ii), or Dispositions of Investments permitted under Section 7.02(j) or under Section 7.02(k); (f) Dispositions by the Company consisting of sale and its Subsidiaries of property pursuant to saleleaseback transactions which (i) are completed on arms-leaseback transactionslength terms, provided that the book (ii) for fair market value of all property so Disposed of shall and (iii) do not exceed $50,000,000 20,000,0000 for a transaction or series of related transactions, or $40,000,000 in any fiscal the aggregate in a calendar year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and the unwinding of any Swap Contract; (ii) to the extent permitted hereunder, Restricted Payments; and (iii) to the extent permitted hereunder and otherwise constituting Dispositions, Investments; (h) Dispositions of cash and Cash Equivalents; and (i) Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the case ordinary course of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedbusiness; provided, however, provided that any Disposition pursuant to clauses (a) through (g) any of the foregoing subsections of this Section 7.05 shall be for not less than fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, and other real or personal property in the ordinary course of business; (c) Dispositions of 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 propertyproperty or (iii) the Borrower or any Subsidiary determines in good faith that the failure to replace such equipment will not be detrimental to the business of Borrower or such Subsidiary; (d) Dispositions of assets and other property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a Subsidiary wholly-owned Subsidiary, the transferee must be either the Borrower or a wholly-owned Subsidiary, and (ii) if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.048.04; (f) Dispositions by the Company and its Subsidiaries of property receivables pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in Transfer and Administration Agreement (or any fiscal year;other Trade Receivables Purchase Facility) and the European Trade Receivables Purchase Documents; and (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.058.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedThreshold Amount; provided, however, that any Disposition pursuant to clauses (a) through (gd) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: : (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; ; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; ; (dc) Dispositions of property by the Borrower or any Subsidiary (i) to the Company Borrower or a wholly- owned Subsidiary and (ii) to a any other Subsidiary in an aggregate amount (excluding the value of such Disposition attributable to the equity of such other Subsidiary that is owned by the Borrower or any other wholly-owned Subsidiary) for all such transfers made during any fiscal year not exceeding $250,000,000; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; ; (d) the sale, transfer or other disposition of cash, cash equivalents and securities in the ordinary course of business; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; ; (gf) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.057.04; provided that (i) at the time of such Disposition, (i) no Event of Default shall exist or would result from such Disposition and (ii) the assets disposed of pursuant to this Section 7.04(f), when aggregated with all assets subject to mergers and consolidations permitted by Section 7.03(c) (where such merger resulted in the case of loss by the Borrower or a Disposition of a dealership Subsidiary, as applicable, of business operations or assets), for such fiscal year, did not result in a loss by the requirements Borrower of Section 7.19 have been satisfiedassets that generated in excess of thirty percent (30%) of the consolidated operating income of the Borrower during the immediately preceding fiscal year of the Borrower; provided, however, that any Disposition pursuant determination of compliance with this clause (f) shall take into account contributions to clauses consolidated operating income as measured on a pro forma basis for such immediately preceding fiscal year resulting from any acquisition by the Borrower or its Subsidiaries of operating assets (aor acquisition of equity securities of any Person holding such assets) through that occurred during such fiscal year or that is anticipated to occur within the twelve (12) month period immediately following the date on which the Borrower or its Subsidiary, as applicable, shall have entered into a definitive agreement for such acquisition if such definitive agreement is entered into during such fiscal year; (g) shall be for fair market value.the sale or other disposition of property in the ordinary course of business;

Dispositions. Make any Disposition of any of its property (other than any Disposition having a fair market value not in excess of $5,000,000 in a single transaction or enter into any agreement series of related transactions (and in the aggregate with all other such Dispositions, not to make any Dispositionexceed $20,000,000)), except: (a) Dispositions of obsolete obsolete, used, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used or useful in the conduct of the business of the Borrower or any Restricted Subsidiary; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by the Borrower or any Restricted Subsidiary to the Company Borrower or to a wholly-owned another Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (x) the transferee thereof must either be a Loan Party or (y) to the Company or extent such transaction constitutes an Investment in a Restricted Subsidiary Guarantorthat is not a Loan Party, such transaction is permitted by Section 7.02(c); (e) Dispositions permitted by Sections 7.02, 7.04 (so long as, in the case of a non-wholly owned Restricted Subsidiary, any Disposition pursuant to a liquidation permitted pursuant to Section 7.047.04 shall be made or paid to the Borrower or any of the Restricted Subsidiaries is at least pro rata to the percentage of such class of Equity Interests in such non-wholly-owned Restricted Subsidiary owned by the Borrower and its other Restricted Subsidiaries) and 7.06 and Liens permitted by Section 7.01; (f) Dispositions by the Company and its Subsidiaries Borrower or any Restricted Subsidiary of property pursuant to sale-leaseback transactions, ; provided that (i) the book fair market value of all property so Disposed of shall not exceed the greater of (x) $50,000,000 and (y) 15% of Consolidated EBITDA as of the last day of the most recently ended Test Period from and after the Closing Date and (ii) the consideration for such property shall be paid to such Restricted Company for not less than 75% cash or Cash Equivalents (provided that any Designated Non-Cash Consideration received in any fiscal yearrespect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (f) or clause (s) below that is at that time outstanding, not in excess of $25,000,000 as of the last day of the most recently ended Test Period shall be deemed to be cash); (g) Dispositions of cash and Cash Equivalents; (h) Dispositions of accounts receivable in connection with the collection or compromise thereof; (i) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower or any Restricted Subsidiary; (j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (k) Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or any Restricted Subsidiary; (l) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar binding arrangements (i) in substantially the form as such arrangements are in effect on the Closing Date or (ii) to the extent that the Net Cash Proceeds of such Disposition are either reinvested or applied to prepay the Term Loans pursuant to Section 2.06(b); (m) Dispositions of property to an Unrestricted Subsidiary; provided that to the extent constituting an Investment, such Investment must be an Investment permitted by Section 7.02(n). (n) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants of the Restricted Companies; (o) Dispositions of tangible property in the ordinary course of business as part of a like-kind exchange under Section 1031 of the Code; (p) voluntary terminations of Swap Contracts; (q) Dispositions of Unrestricted Subsidiaries; (r) the Disposition of all or any portion of RealEC; (s) Dispositions of property by the Company and its Subsidiaries Borrower or any Restricted Subsidiary not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Event of Default shall exist or would result from such Disposition and Disposition, (ii) with respect to any Disposition under this Section 7.05(s) for a purchase price in excess of $25,000,000, as reasonably determined by the Borrower at the time of such Disposition, the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the case form of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, cash or Cash Equivalents (provided that any Designated Non-Cash Consideration received in respect of such Disposition pursuant to clauses (a) through (g) shall be for having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (s) or clause (f) above that is at that time outstanding, not in excess of $25,000,000 as of the last day of the most recently ended Test Period shall be deemed to be cash) and (iii) the Net Cash Proceeds of such Disposition are either reinvested or applied to prepay the Term Loans pursuant to Section 2.06(b); (t) other Dispositions in an amount not to exceed the greater of (x) $15,000,000 and (y) 4% of Consolidated EBITDA as of the last day of the most recently ended Test Period; and (u) (i) Dispositions in connection with the exercise by FNF, on behalf of itself or its Affiliates, of its right to repurchase from Holdings all of the limited liability company interests of Property Insight, LLC in the event of a Qualifying Vesting Sale (as defined in the Holdings LLC Agreement), for a purchase price equal to the fair market value of Property Insight, LLC, subject to the terms and conditions set forth in the Holdings LLC Agreement or (ii) other Disposition (whether by contribution, sale or otherwise) of the Equity Interests or assets of Property Insight, LLC.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out or surplus property, or otherwise no longer used or useful, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventoryinventory, the non-exclusive licensing of intellectual property, the lease or subleasing of interests in real property, the surrender or waiver of contractual rights or the settlement and the release or surrender of contract or tort, in each case, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, or (iii) in the case of real property, the proceeds of such Disposition are reinvested in the continuing business activities of the Borrower and its Subsidiaries; provided that reinvestments of proceeds pursuant to clause (iii) shall not exceed $15,000,000 in the aggregate; (d) Dispositions of property by any Subsidiary to between or among the Company Borrower and/or one or to a wholly-owned Subsidiarymore Subsidiaries; provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) such Disposition is made for at least 75% cash consideration (including cash payable over time pursuant to a promissory note or similar instrument), (iii) the consideration received in connection with any Disposition made in reliance on this clause (f) shall, in the case reasonable judgment of a Disposition the Borrower, approximate the fair market value of a dealership Subsidiarythe asset that is the subject of the Disposition, and (iv) the requirements aggregate book value of Section 7.19 have been satisfiedall property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $3,000,000; provided, however, that any Disposition pursuant to clauses (a) through (gf) shall be for fair market value; and (g) Dispositions of Equity Interests required to consummate the Internal Restructuring.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out propertyproperty or such equipment or real property is no longer required for the conduct of business, whether now owned or hereafter acquired, in each case in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property (i) by Borrower or any Subsidiary Guarantor to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is Subsidiary Guarantor or (ii) by a Subsidiary Guarantor, the transferee thereof must either be the Company or that is not a Guarantor to any other Subsidiary that is not a Guarantor; (e) Dispositions permitted by Section 7.04;7.04(b)(ii) or constituting Investments permitted by Section 7.02; and (f) Dispositions of assets for cash or Cash Equivalents (in addition to any customary earn-out rights) that are not otherwise permitted hereunder if: (i) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default; (ii) the aggregate consideration of all assets so sold by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall does not exceed $50,000,000 5,000,000.00 in any fiscal year (with unused amounts from any year being available for application within the first thirty (30) days of the immediately following fiscal year;); and (giii) Dispositions to the extent required by Section 2.06(a)(ii)(w), the Company Net Proceeds of such Disposition are applied to the reduction of the Aggregate Revolving Credit Commitments and its Subsidiaries not repayment of the Obligations, or otherwise permitted under this applied as set forth in Section 7.052.06(a)(ii)(w); provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses this clause (a) through (gf) shall be for not less than fair market valuevalue as determined by a Responsible Officer in its reasonable business judgment.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities; (d) Dispositions of 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; (de) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Company or a Subsidiary GuarantorLoan Party; (ef) Dispositions permitted by Section 7.04; (fg) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year25,000,000 from and after the Closing Date; (gh) licenses of IP Rights, which licenses shall not, in the case of any license resulting in annual payments to the Company or any Subsidiary in excess of 1% of total consolidated sales of the Company during any such year, have a term exceeding fifteen years; and (i) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (i) in any fiscal year shall not exceed 12.5% of Consolidated Total Assets as of the case end of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedpreceding fiscal year; provided, however, that any Disposition pursuant to clauses (a) through (gi) shall be for fair market value.

Dispositions. Make any Disposition unless (i) at least seventy-five percent (75%) of the consideration paid in connection therewith if such transaction is material shall be cash or enter into Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority equity interest in any agreement to make Subsidiary and (iii) beginning as of the Restatement Date, the aggregate net book value of all of the assets sold or otherwise disposed of by PRA and its Subsidiaries in all such Dispositions occurring during any Disposition, except: fiscal year shall not exceed (a) 100,000,000 or (b) two percent (2%) of Consolidated Total Assets; provided, however, that the foregoing shall not apply to and PRA and its Subsidiaries shall be permitted to make (A) to the extent such transactions constitute Dispositions, such Dispositions permitted under Sections 8.02, 8.04 or 8.06; (B) Dispositions consisting 770954218 of obsolete or worn out property, whether now owned or hereafter acquired, debt portfolios in the ordinary course of business; ; and (bC) Dispositions by any Subsidiary to PRA or another Subsidiary (except that (i) any Disposition by a Subsidiary that is a Subsidiary Guarantor shall only be permitted to be made to PRA or another Subsidiary Guarantor and (ii) any Disposition by a Canadian Guarantor shall only be permitted to be made to the Canadian Borrower or another Canadian Guarantor). Notwithstanding the foregoing, no Loan Party or any Subsidiary shall consummate any transaction that results in the Disposition (whether by way of inventory including Eligible Used Vehicle Inventoryany Restricted Payment, investment, Lien, sale, conveyance, transfer or other Disposition, and whether in a single transaction or a series of transactions) of intellectual property that is material to the business of the Borrower and its Subsidiaries to any Subsidiary or Affiliate of a Borrower that is not a Loan Party; provided that the Borrowers and their Subsidiaries may grant non-exclusive licenses of any intellectual property to any Subsidiary that is not a Loan Party in the ordinary course of business; (c) Dispositions of equipment business so long as such Borrower or real such Subsidiary retains the beneficial ownership and the same rights to use such intellectual property as held prior 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuelicense.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that so long as (i) such property is exchanged for credit against not less than seventy-five percent (75%) of the purchase price of similar replacement property or for such asset shall be paid in cash; (ii) the proceeds of such Disposition are reasonably promptly applied to the aggregate purchase price paid to Loan Parties for such asset and all other such assets sold by Loan Parties during any period of four consecutive fiscal quarters pursuant to this clause (c) shall not exceed $25,000,000; and (iii) no Default or Event of Default shall exist prior to or after giving effect to such replacement propertysale; (d) Dispositions of property by any Subsidiary Loan Party to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantoranother Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 Equity Interests in any fiscal year;Unrestricted Subsidiaries; and (g) Dispositions by the Company Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time (i) any Disposition of Equity Interests in any Restricted Subsidiary shall Dispose of all Equity Interests in such DispositionRestricted Subsidiary, (iii) no Default shall exist or would result from such Disposition and (iiiii) in the case of a Disposition of a dealership Subsidiaryafter giving effect to any such Disposition, the requirements aggregate book value of Section 7.19 have been satisfied; all property Disposed of in reliance on this clause (g) during the term of this Agreement shall not exceed 10% of Borrower’s Consolidated Net Tangible Assets, determined as of the end of the fiscal year immediately prior to such Disposition. provided, however, that any Disposition pursuant to clauses (a), (b), (c), (f) through and (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by the Borrower or any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary GuarantorGuarantor unless such transaction is otherwise an Investment permitted hereunder; (e) the Disposition of the real property located in Herlev, Denmark in connection with either (i) the proposed sale and leaseback by B-K Medical ApS of such real property or (ii) a sale (and no leaseback) by B-K Medical ApS of such real property; (f) other Dispositions not otherwise provided for in this Section 7.05, provided, that the aggregate amount of all assets Disposed of does not exceed, in the aggregate, $20,000,000 over the life of this Agreement; and (g) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; . provided, however, that any Disposition pursuant to clauses (a) through (gc) and clauses (e) and (f) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property or equipment to the extent that such Loan Party has determined it is desirable in the conduct of its business to discontinue the operation and maintenance of such property and equipment; provided that such Dispositions (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect; (e) Dispositions of property by any Subsidiary of the Borrower to the Company Borrower or to a wholly-owned SubsidiarySubsidiary of the Borrower; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (ef) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions of cash to satisfy obligations not prohibited by the Company and its Subsidiaries this Agreement; and (h) Dispositions of cash in connection with Restricted Payments not otherwise permitted under prohibited by this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; Agreement. provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Permitted Transfers; (b) (i) Dispositions of used, surplus, obsolete or worn out propertyproperty (or write-offs or discounts of the same), whether now owned or hereafter acquired, in the ordinary course of business; , (bii) Dispositions leases and subleases of inventory real property in the ordinary course of business, (iii) leases, subleases, sales, assignments, licenses and sublicenses of personal property in the ordinary course of business (including Eligible Used Vehicle Inventorynon-exclusive licenses of Intellectual Property), and (iv) lapse, abandonment or other Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower, no longer used or useful in the conduct of its business or otherwise uneconomical to prosecute or maintain, in each case with respect to all of the foregoing in the ordinary course of business; (c) Dispositions of equipment or real property (other than the Corporate Headquarters) 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (e) the Disposition of the Corporate Headquarters; (f) other Dispositions so long as (i) at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, (iii) no Event of Default shall have occurred and be continuing or would result therefrom and (iv) the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the aggregate net book value of all property so Disposed of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries shall not exceed (A) $50,000,000 5,000,000 in any fiscal yearsingle transaction or series of related transactions or (B) $10,000,000 in the aggregate during the term of this Agreement; (g) the unwinding of Swap Contracts permitted hereunder or any Permitted Call Spread Transaction permitted hereunder; (h) Dispositions permitted by the Company Section 7.04, Investments permitted by Section 7.03, Restricted Payments permitted by Section 7.06 and its Subsidiaries not otherwise Liens permitted under by Section 7.01, in each case, other than by reference to this Section 7.05; provided that at the time of such Disposition, ; (i) no Default shall exist the compromise, settlement, release or would result from such Disposition and (ii) in the case surrender of a Disposition of contract, tort or other litigation, claim, arbitration or other dispute; and (j) Dispositions in connection with financing transactions permitted by or executed with a dealership Subsidiary, the requirements of transaction effecting a financing permitted under Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value7.02(c).

Dispositions. Make any Disposition or enter into any agreement to make any Dispositionof Collateral, except: (a) Dispositions of unused, obsolete or worn out propertyproperty and surplus aircraft, engines and parts related thereto, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by the Borrower to any Subsidiary or by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.047.05; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.057.06; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $15,000,000; (iii) the case purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash equal to not less than 93% of the purchase price; and (iv) such Disposition shall not be a Disposition of a dealership Subsidiaryany Gate Leaseholds. (g) abandonment of Intellectual Property Collateral pursuant to Section 9.04; (h) licensing and sublicensing of Intellectual Property Collateral consistent with the Borrower's past practices in the ordinary course of business; (i) Dispositions of cash for purposes not otherwise prohibited under this Credit Agreement or under any other Loan Document; (j) so long as no Event of Default shall occur and be continuing, to the extent permitted by applicable law, the requirements Loan Parties may consummate transfers of Section 7.19 Slots having an aggregate appraised value of not more than 5% of the aggregate appraised value of the Slots provided, however, that in the event any such Slot is returned to a Loan Party, the transfer of such Slot shall be deemed not to have been satisfiedoccurred for purposes hereof; (k) the termination or rejection of any lease or the return, surrender or abandonment of any property subject thereto; (l) Dispositions permitted by the Collateral Documents; (m) Permitted Sale/Leasebacks; and provided, however, that any Disposition pursuant to clauses (a) through (g) this Section 7.06 shall be for fair market value. Notwithstanding any provisions of this Credit Agreement to the contrary, (i) the Parent shall not be permitted to dispose of its Equity Interest in Chicago Express Airlines, Inc. and Chicago Express Airlines, Inc. shall not be permitted to dispose of any of its owned property.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, except: except for Transfers (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, Inventory in the ordinary course of business; ; (b) Dispositions of inventory including Eligible Used Vehicle Inventoryworn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business; business of Borrower; (c) Dispositions consisting of equipment Permitted Liens and Permitted Investments; (d) consisting of the sale or real issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to the extent territory only as to discreet geographical areas, (g) transfers of assets among Borrowers or Subsidiaries that are secured Guarantors, (h) transfers of assets in an aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) in any fiscal year (A) by Borrowers to their Subsidiaries that are not Borrowers or secured Guarantors hereunder and (B) by Subsidiaries that are not Borrowers or secured Guarantors hereunder to other Subsidiaries that are not Borrowers or secured Guarantors hereunder or to a Borrower; and (i) such property so long as no Event of Default has occurred and is exchanged for credit against the purchase price continuing, other dispositions of similar replacement property or assets (iiother than Intellectual Property) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions not otherwise permitted by this Section 7.04; 7.1 with a fair market value not to exceed One Hundred Thousand Dollars (f$100,000.00) Dispositions by in the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 aggregate in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively “Transfer”), or permit any Disposition of its Subsidiaries to Transfer, all or enter into any agreement to make any Dispositionpart of its business or property, exceptexcept for: (a) Dispositions Transfers in the ordinary course of business (or with respect to assets or property which is obsolete or worn out no longer useful in the business) for reasonably equivalent consideration; (b) Transfers of property in connection with sale-leaseback transactions; (c) Transfers of property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrower or its Subsidiaries; (d) Transfers constituting non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and other non-perpetual licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of the United States), but that could not result in a legal transfer of Borrower’s title in the licensed property, whether now owned ; (e) Transfers otherwise permitted by the Loan Documents; (f) sales or hereafter acquired, discounting of delinquent accounts in the ordinary course of business; (bg) Dispositions Transfers associated with the making or disposition of inventory including Eligible Used Vehicle Inventorya Permitted Investment; (h) Transfers in connection with a permitted acquisition of a portion of the assets or rights acquired; (i) Transfers (i) from any Subsidiary to Borrower, and (ii) from Borrower to its Subsidiaries in an amount up to One Million Dollars ($1,000,000.00) in the aggregate per year; and (j) Transfers of assets (other than Accounts and Inventory (unless such Transfer is in the ordinary course of Borrower’s business; (c)) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantornot otherwise permitted in this Section 7.1, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactionsprovided, provided that the aggregate book value of all property so Disposed of such Transfers by Borrower and its Subsidiaries, together, shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value.five percent

Dispositions. Make The Borrower will not, nor will it permit any Disposition of ------------ its Subsidiaries to, convey, sell, lease, transfer or enter into otherwise dispose of any agreement to make any Disposition, except: (a) Dispositions part of obsolete its business or worn out property, whether now owned or hereafter acquiredacquired including receivables and leasehold interests, except: (i) the disposition of any inventory or other property in the ordinary course of businessbusiness and on ordinary business terms; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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 disposition of such Disposition are reasonably promptly applied to obsolete or worn-out property, tools or equipment no longer used or useful in its business so long as the purchase price amount thereof sold in any fiscal year by the Borrower and its Subsidiaries shall not have an aggregate fair market value in excess of such replacement property$1,000,000; (diii) Dispositions of property by any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of its assets to the Company Borrower or to a wholly-owned another Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book aggregate fair market value of all property assets -------- that may be so Disposed sold, transferred, leased or Amendment No. 5 --------------- disposed of to Subsidiaries that are not Subsidiary Guarantors shall not exceed $50,000,000 in any fiscal year5,000,000; (giv) Dispositions by the Company Disposition of assets associated with the cryogenic pump business of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05at fair market value; provided that at the time of such Disposition, (i) no Default shall exist or would result proceeds from such Disposition and are used to -------- prepay the Loans to the extent required by Section 2.10(b)(v); and (iiv) the conveyance, sale, lease, transfer or other disposition of assets by the Borrower or any of its Subsidiaries with the prior approval of the Required Lenders (such approval not to be unreasonably withheld); provided that the proceeds from any such conveyance, sale, -------- lease, transfer or other disposition are used to prepay the Loans to the extent required by Section 2.10(b)(v)." 2.13. Section 7.09 of the Credit Agreement is hereby amended in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant its entirety to clauses (a) through (g) shall be for fair market value.read as follows:

Dispositions. Make any Disposition (or enter into any agreement to make any Dispositiona division or plan of division), except: (ai) any Group Company may sell Inventory in the ordinary course of business; (ii) Dispositions of obsolete obsolete, worn out, surplus, damaged, idled, unmerchantable or worn out propertyotherwise unsaleable assets (including any IP Rights) that are no longer economically practicable or useful in the conduct of the business of the Group Companies, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (ciii) Dispositions of equipment or real property (except for Material Real Property) to the extent that (iA) such property is exchanged for credit against the purchase price of similar replacement property or (iiB) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (div) Dispositions of property by any Loan Party or any Restricted Subsidiary to the Company any Loan Party or to a wholly-owned Wholly Owned Subsidiary; provided that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be a Loan Party (other than Holdings) except that Dispositions of assets by any Loan Party to Holdings or any Restricted Subsidiary which is not a Loan Party shall be permitted in an aggregate amount not to exceed the Company or a Subsidiary Guarantorgreater of (x) $55,000,000 and (y) 2.5% of Consolidated Total Assets; (ev) Dispositions permitted by Section 7.04Sections 7.01, 7.03, 7.04 and 7.06; (fvi) Holdings and its Restricted Subsidiaries may liquidate, use or sell cash, Cash Equivalents and Foreign Cash Equivalents; (vii) the Borrower or any Restricted Subsidiary of the Borrower may sell or dispose of Equity Interests in a Restricted Subsidiary of the Borrower to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries; (viii) leases, subleases, licenses or sublicenses of property (a) in the ordinary course of business and (b) which do not materially interfere with ordinary conduct of the business of the Group Companies; (ix) transfers of property subject to Casualty upon receipt of the Net Cash Proceeds of such Casualty; (x) Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Group Companies; (xi) the expiration of IP Rights in accordance with their maximum statutory term; (xii) Dispositions by the Company Holdings and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (A) at least 75% of the consideration therefor is cash or Cash Equivalents; provided that the sum of (1) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Loans, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which Holdings or such Restricted Subsidiary has been validly released by all creditors in writing; (2) any securities, notes or other obligations or assets received by Holdings or such Restricted Subsidiary from such transferee that are converted by Holdings or such Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Disposition; and (3) any Designated Noncash Consideration received by Holdings or such Restricted Subsidiary in such Disposition having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (3) that has not previously been converted to cash, not to exceed the greater of (x) $110,000,000 and (y) 6.0% of Consolidated Total Assets at the time of receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value, in each case, shall be deemed to be cash solely for purposes of this Section 7.05(xi) and for no other purpose; (B) in the case of Dispositions of any Collateral by the Loan Parties, the aggregate fair market value of all Collateral sold or otherwise disposed of in all such transactions in reliance on this clause (xi) shall not exceed (I) the greater of (1) $92,500,000 and (2) 5.0% of Consolidated Total Assets as of the date of such Disposition in any fiscal year of Holdings or (II) the greater of (1) $185,000,000 and (2) 10.0% of Consolidated Total Assets on the date of such Disposition, in the aggregate from and after the Effective Date; (C) such Person receives consideration at the time of such Disposition, Disposition at least equal to the fair market value (ias determined in good faith by Holdings) of the assets sold or otherwise dispose of; (D) no Default or Event of Default shall exist have occurred and be continuing immediately before or immediately after giving effect to such transaction; and (E) Holdings shall not Dispose of any of its assets constituting (or required to constitute) Collateral; (xiii) Dispositions of Receivables pursuant to Factoring Arrangements, so long as (A) such Receivables are sold at no less than the fair market value thereof (which may include a discount customary for transactions of this type) and at least 90% of the consideration therefor is cash or Cash Equivalents and (B) any such Factoring Arrangement constitutes a “true sale” transaction and not a financing transaction; (xiv) transfers of condemned real property to the respective Governmental Authority that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of personal properties that have been subject to a casualty to the respective insurer of such property or its designee as part of an insurance settlement; (xv) cancellations of intercompany Indebtedness among Holdings and its Restricted Subsidiaries; (xvi) Holdings may sell the Equity Interest, or all or substantially all of the assets, of Masonite (Africa) Limited; (xvii) sales or dispositions of Equity Interests in Joint Ventures existing as of the Effective Date; (xviii) the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business; (xix) the sale, transfer or disposition of the real property located in Easton, Hearne, Watseka, Los Banos, Sacramento, Farmington Hills, South Bend, Astatula, Ukaih, Limon/Guapiles, Hungary, Costa Rica and Hedingham; (xx) Dispositions to effect the formation of any non-Loan Party Restricted Subsidiary that is a Divided Delaware LLC; provided that upon formation of such Divided Delaware LLC, the Loan Parties have complied with Section 6.12, to the extent applicable; and (xxi) so long as no Default or Event of Default is then in existence or would result from otherwise arise therefrom, Dispositions of assets (other than IP Rights) to the extent the aggregate value of such Disposition assets does not exceed (A) $10,000,000 for a single transaction or a series of related transactions and (iiB) $20,000,000 in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuefiscal year.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, damaged, worn out, used or worn out surplus property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries; (b) Dispositions of inventory including Eligible Used Vehicle Inventory(i) inventory, (ii) equipment and goods held for sale in the ordinary course of businessbusiness and (iii) immaterial assets (considered in the aggregate) in the ordinary course of business not in excess of $1,000,000 in any fiscal year; (ci) any exchange or swap of assets, or lease, assignment or sublease of any real property or personal property for like property for use in a business not in contravention with Section 7.07 and (ii) Dispositions of equipment or real property to the extent that (ix) such property is exchanged for credit against the purchase price of similar replacement property or (iiy) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to among the Company or to a wholly-owned SubsidiaryBorrower and the Restricted Subsidiaries; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must either be a Loan Party, (ii) to the Company extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02 (other than Section 7.02(e)) or a Subsidiary Guarantor(iii) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with the consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of and the aggregate fair market value of the property sold, leased, licensed, transferred or otherwise disposed by Loan Parties to those Subsidiaries that are Non-Loan Parties in reliance of this clause (d)(iii) in any fiscal year shall not exceed $5,000,000 (plus any unused amount permitted by this clause (d)(iii) for any fiscal year that may be carried forward and utilized in the immediately succeeding fiscal year)); (e) Dispositions permitted by Section 7.047.02 (other than Section 7.02(e)), Section 7.04 (other than Section 7.04(g)), Section 7.06 (other Section 7.06(d)) and Section 7.13 and Liens permitted by Section 7.01 (other than Section 7.01(m)(ii)); (f) Dispositions by with respect to property of the Company and its Subsidiaries of property Borrower or any Restricted Subsidiary pursuant to sale-leaseback transactions; provided that, provided that the book value of all property so Disposed of shall not exceed $50,000,000 Net Cash Proceeds thereof are applied in any fiscal yearaccordance with Section 2.05(b)(ii); (g) Dispositions by of (i) Cash Equivalents and (ii) other current assets that were Cash Equivalents when the Company original Investment in such assets was made and its Subsidiaries which thereafter fail to satisfy the definition of Cash Equivalents; (h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (i) transfers of property subject to Casualty Events; (j) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such DispositionDisposition (other than any such Disposition made pursuant to a commitment entered into at a time when no Event of Default exists), (i) no Event of Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $5,000,000, the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the case form of a Disposition cash or Cash Equivalents (in each case, free and clear of a dealership Subsidiaryall Liens, the requirements of other than Liens permitted by Section 7.19 have been satisfied7.01); provided, however, that for the purposes of this clause (ii), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary that (i) are assumed by the transferee with respect to the applicable Disposition, (ii) for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing or (iii) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries), (B) any securities, notes or other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $5,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash; (k) Dispositions of Investments in Joint Ventures or any Subsidiary that is not wholly owned to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture or similar parties set forth in joint venture arrangements and/or similar binding arrangements; (l) Dispositions of accounts receivable in connection with the collection, compromise or settlement thereof or in bankruptcy or similar proceedings; (m) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; (n) to the extent allowable under Section 1031 of the Code (or comparable provision of Law of any foreign jurisdiction and, in each case, any successor provision), any exchange of like property for use in any business conducted by the Borrower or any of the Restricted Subsidiaries that is not in contravention of Section 7.07; (o) the unwinding of any Cash Management Obligations or Swap Contract; (p) sales or other dispositions by the Borrower or any Restricted Subsidiary of assets in connection with the closing or sale of an office in the ordinary course of business of the Borrower and the Restricted Subsidiaries, which consist of leasehold interests in the premises of such office, the equipment and fixtures located at such premises and the books and records relating exclusively and directly to the operations of such office; provided that as to each and all such sales and closings, (A) no Event of Default shall result therefrom and (B) such sale shall be on commercially reasonable prices and term in a bona fide arm’s length transaction; (q) the lapse, abandonment or sale in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights or other IP Rights that in reasonable good faith judgment of the Borrower are no longer economically practicable or commercially desirable to maintain or used or useful in the business of the Borrower and the Restricted Subsidiaries (taken as a whole); (r) any Disposition by reason of the exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement; (s) any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contractual rights or other claims of any kind; (t) the discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable or Investments permitted hereunder; (u) any Disposition of assets of the Borrower or any Restricted Subsidiary or sale or issuance of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so Disposed have an aggregate fair market value of less than $5,000,000 in the aggregate for any fiscal year; (v) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property, including, but not limited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements; (w) Dispositions contemplated on the Closing Date and set forth on Schedule 7.05(w); (x) Dispositions required to be made to comply with the order of any Governmental Authority or applicable Laws; (y) the sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter; (z) Dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants; (aa) the sale, transfer, license, lease or other disposition of Equity Interest in, or property of, any Subsidiary that is not a Loan Party or any Joint Venture; provided that the consideration for such sale, transfers, licenses, leases or other Dispositions shall not exceed, with respect to any individual disposition, $3,000,000; (bb) licenses and sublicenses (including with respect to intellectual property and software) granted to others in connection with a Disposition otherwise permitted under this Section 7.05 or Joint Ventures permitted hereunder; (cc) samples, including time limited evaluation software, provided to customers or prospective customers; (dd) de minimis amounts of equipment provided to employees; (ee) the Borrower and any Restricted Subsidiary may (i) convert any intercompany Indebtedness to Equity Interests; (ii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by the Borrower or any Restricted Subsidiary; and (iii) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of the Borrower or any Subsidiary or any of their successors or assigns, to the extent made in the ordinary course of business; and (ff) Dispositions of intellectual property of Mindspeed Technologies, Inc. and its Subsidiaries to any Restricted Subsidiary of the Borrower. provided that any Disposition of any property pursuant to clauses Sections 7.05(b)(i), (a) through c), (f), (g) and (j), shall be for no less than the fair market valuevalue of such property at the time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent and the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of (i) surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and (ii) machinery and equipment from the Borrower or a Subsidiary to the Borrower or a Subsidiary in the ordinary course of business in connection with the management of the manufacturing facilities and operations of the Borrower and its Subsidiaries; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, either (i) such Disposition must constitute an Investment permitted by Section 7.02(d)(iv) or (ii) the transferee thereof must either be the Company Borrower, another Subsidiary that is a Guarantor, or a Material Subsidiary Guarantorand such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such Disposition; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Non-Recourse Subsidiaries of (i) property pursuant to sale-leaseback transactionstransactions constituting Non-Recourse Project Indebtedness, provided that the book value of all property so Disposed of shall not exceed $50,000,000 (ii) their interests in any fiscal year;solar projects, and (iii) residual revenue streams related to solar projects; and (g) Dispositions of (i) any property, land or building (including any related receivables or other intangible assets) of the Borrower or any Subsidiary to any Person which is not a Subsidiary of the Borrower, or (ii) the entire capital stock (or other equity interests) and Indebtedness of any Subsidiary owned by the Company and its Subsidiaries Borrower or any other Subsidiary to any Person which is not otherwise permitted under this Section 7.05a Subsidiary of the Borrower (including by merger or consolidation with a Person which is not a Subsidiary of the Borrower); provided that: (A) the consideration for such Disposition represents fair market value for such Disposition; (B) in the case of any such Disposition involving consideration in excess of $50,000,000, at least five Business Days prior to the date of completion of such Disposition the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed on behalf of the Borrower by a Responsible Officer, which certificate shall contain (1) a description of the proposed Disposition, the date such Disposition is scheduled to be consummated, the estimated purchase price or other consideration for such Disposition, (2) a certification that at the time no Default or Event of Default has occurred and is continuing, or would result from consummation of such Disposition, (i3) no Default which shall exist (if requested by the Administrative Agent) include a certified copy of the draft or would result from definitive documentation pertaining thereto and (4) a reasonably detailed calculation demonstrating compliance with subpart (C) below and that immediately after giving effect to such Disposition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Disposition had been consummated as of the first day of the fiscal period covered thereby; and (iiC) in the case aggregate amount of a Disposition all assets Disposed of a dealership Subsidiary, pursuant to this Section 7.05(g) during any fiscal year of the requirements Borrower shall not have contributed more than 10% of Section 7.19 have been satisfiedConsolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended fiscal year; provided, however, provided that any Disposition pursuant to clauses (a) through (g) this Section 7.05 shall be for fair market valuevalue (as determined by the Borrower in its reasonable judgment).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) the proceeds of such Disposition are reasonably promptly applied (x) paid solely in cash, (y) reinvested in replacement equipment within 30 days of receipt and (z) if the equipment subject to such Disposition was Collateral, such replacement equipment is or becomes Collateral subject to a perfected Lien in favor of the purchase price Administrative Agent for the benefit of the Secured Parties substantially contemporaneously with the consummation of such replacement propertyreplacement; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $5,000,000 and (iii) the case purchase price for such asset shall be paid to the Borrower or such Subsidiary solely in cash; (g) sales or non-exclusive grants of a Disposition licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of a dealership other assets, of the Borrower or any wholly-owned Subsidiary to the extent not materially interfering with the business of the Borrower or any Subsidiary; and (h) so long as no Default shall occur and be continuing, the requirements grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.19 have been satisfied7.05(f); provided, however, that any Disposition pursuant to clauses (aSection 7.05(a) through Section 7.05(f) (gother than Dispositions to a Loan Party) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided PROVIDED that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section SECTION 7.04; (f) Dispositions by each of the Company Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of property pursuant to sale-leaseback transactionsbusiness, provided that accounts receivable arising in the book value ordinary course of all property so Disposed business, but only in connection with the compromise or collection thereof and not as part of shall not exceed $50,000,000 in any fiscal yearfinancing transaction; (g) each of the Borrower and its Subsidiaries may grant licenses, sublicenses, leases or subleases to other Persons not materially interfering with the conduct of the business of the Borrower or any of its Subsidiaries; and (h) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section SECTION 7.05; provided PROVIDED that (i) at the time of such Disposition, (i) no Default or Event of Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in the case of a Disposition of a dealership Subsidiaryreliance on this clause (h) in any fiscal year shall not exceed $1,000,000; PROVIDED, the requirements of Section 7.19 have been satisfied; provided, howeverHOWEVER, that any Disposition pursuant to clauses (a) through (gh) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, or property no longer used or usable in the business, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by the Borrower to any Subsidiary, or by any Subsidiary to the Company Borrower or to a wholly-owned SubsidiaryGuarantor; provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions of accounts receivable for purposes of collection; (f) Dispositions of investment securities and cash equivalents in the ordinary course of business; (g) Dispositions permitted by Section 7.04; (fh) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such DispositionDisposition and after giving effect thereto, (i) no Default shall exist or would result from such Disposition, (ii) the proceeds of such Disposition are less than $35,000,000 in any fiscal year and $125,000,000 in the aggregate from the Closing Date, (iii) the consideration received for such property shall be in an amount at least equal to the fair market value thereof, (iv) no less than 75% of such consideration shall be paid in cash and (v) the Net Cash Proceeds thereof shall be applied as required by Section 2.05(b)(ii); and (i) Dispositions by the Borrower and its Subsidiaries of property acquired after the Closing Date in Permitted Acquisitions; provided that (i) the Borrower identifies any such assets to be divested in reasonable detail in writing to the Administrative Agent on or before the closing date of such Permitted Acquisition and (ii) in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuevalue of the assets to be divested in connection with any Permitted Acquisition does not exceed an amount equal to twenty-five percent (25%) of the total cash and non-cash consideration for such Permitted Acquisition.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by the Borrower or any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; , provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, then the transferee thereof must be either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.01 or 7.04; (f) Dispositions by non-exclusive licenses of IP Rights in the Company ordinary course of business and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearsubstantially consistent with past practice; (g) space leases (including subleases) entered into in the ordinary course of business and substantially consistent with past practice; and (h) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (h) shall not exceed in the case aggregate, on the date of a such Disposition, including any Disposition to be made on such date of a dealership Subsidiarydetermination, twenty-five percent (25%) of the requirements consolidated total assets of Section 7.19 have been satisfiedthe Borrower and its Subsidiaries (as of the most recent fiscal quarter end of the Borrower for which financial statements are available); provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valuevalue (other than Dispositions from one Loan Party to another Loan Party and de minimus Dispositions).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, and other property in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyproperty or (iii) the board of directors or senior management of the Borrower or such Subsidiary has determined in good faith that the failure to replace such property will not be detrimental to the business of the Borrower or such Subsidiary; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by licenses of IP rights in the Company and its Subsidiaries ordinary course of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearbusiness; (g) Dispositions by of margin stock (as defined in Regulation U) at fair market value, but only to the Company and its Subsidiaries not otherwise permitted under this Section 7.05extent that the value of such margin stock would exceed 25% of the consolidated assets of the Borrower; and (h) additional Dispositions provided that at the time of such Disposition, (i) no Default such additional Dispositions shall exist or would result from such Disposition not exceed $25,000,000 in the aggregate during the term of this Agreement, and (ii) in the case no Default or Event of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, howeverDefault shall exist immediately before or after giving effect thereto; (i) it being understood, that (i) any Disposition pursuant to clauses (a) through (gh) shall be for fair market valuevalue and (ii) this Section 7.05 shall not be deemed to restrict the issuance by the Borrower of its stock.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, and other real or personal property in the ordinary course of business; (c) Dispositions of 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 propertyproperty or (iii) the Borrower or any Subsidiary determines in good faith that the failure to replace such equipment will not be detrimental to the business of Borrower or such Subsidiary; (d) Dispositions of assets and other property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a Subsidiary wholly-owned Subsidiary, the transferee must be either the Borrower or a wholly-owned Subsidiary, and (ii) if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.048.04; (f) Dispositions by the Company and its Subsidiaries of property receivables pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year;Permitted Trade Receivables Facilities; and (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.058.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedreliance on this clause (g) in any fiscal year shall not exceed $75,000,000; provided, however, that any Disposition pursuant to clauses (a) through (gd) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of used, worn out, obsolete or worn out property, whether now owned surplus property by the Borrower or hereafter acquired, any of its Subsidiaries in the ordinary course of businessbusiness or the abandonment or allowance to lapse or expire or other Disposition of Intellectual Property in the ordinary course of business that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the Borrower and its Subsidiaries taken as a whole; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned whollyowned Subsidiary; provided provided, that if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantoranother Loan Party; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback saleleaseback transactions, provided provided, that the book value of all property so Disposed of of, from and after the Closing Date, shall not exceed $50,000,000 in any fiscal year2.0% of Tangible Assets; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided provided, that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition Disposition, and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed 2.5% of Tangible Assets; (h) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of this Section 7.05; (i) leases, subleases, assignments, licenses, sublicenses of real or personal property or Intellectual Property in the case ordinary course of a Disposition business and in accordance with the applicable Collateral Documents; provided, however, that any license or sublicense of a dealership Subsidiaryintellectual property shall be on the non-exclusive basis; (j) sales or discounts (without recourse) of accounts receivable arising in the ordinary course of business in connection with the compromise of collection thereof; (k) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or make pursuant to customary buy/sell arrangement between, the requirements joint venture parties set forth in joint venture arrangements and similar binding arrangements; (l) transfers of Section 7.19 have been satisfiedproperty subject to casualty or condemnation events upon receipt of the Net Cash Proceeds constituting and Extraordinary Receipt; and (m) Permitted Securitization Programs. provided, however, that any Disposition pursuant to clauses Section 7.05(a), (a) through b), (c), (f), (g), (l), and (m) shall be for fair market value.

Dispositions. Make The Borrower will not, and will not permit any Disposition of its Restricted Subsidiaries to, Dispose of any of its assets, business or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, or, in the ordinary course case of businessany Restricted Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person other than the Borrower or another Restricted Subsidiary (or to qualify directors if required by applicable Law), except: (a) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, EVO Merchant Services, LLC may sell its ownership interest in (x) Federated Payment Systems, LLC and (y) US Merchant Systems, LLC; (b) Dispositions so long as (x) no Default or Event of inventory including Eligible Used Vehicle InventoryDefault has occurred and is continuing at the time such sale is made, or would result therefrom and (y) the Borrower and the Restricted Subsidiaries demonstrate compliance with the financial covenants set forth in Article VI calculated on a pro forma basis after giving effect thereto, the ordinary course sale or other Disposition of businesssuch assets (which sale or other Disposition shall be for cash and for fair market value) in an aggregate amount not to exceed (A) $10,000,000 in any Fiscal Year and (B) $45,000,000 over the term of the Agreement; provided that for purposes of this clause (b) only, any liabilities of the Borrower or a Restricted Subsidiary that arc assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released, shall be deemed to be cash; (c) Dispositions of 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; (d) Dispositions of property (i) permitted by any Subsidiary Section 7.3 or (ii) made to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company effect an Investment permitted under Section 7.4 or a Subsidiary GuarantorRestricted Payment permitted under Section 7.5; (e) Dispositions by the Borrower and its Restricted Subsidiaries of property pursuant to any Sale and Leaseback Transaction permitted by under Section 7.047.9; (f) Dispositions by licensing or sublicensing of IP Rights in the Company and its Subsidiaries ordinary course of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearbusiness on customary terms; (g) Dispositions by of Investments (including Capital Stock) in joint ventures that are not Loan Parties to the Company extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (h) the Disposition, within one (1) year of such acquisition, of assets acquired pursuant to a permitted acquisition which assets are not used or useful to the core or principal business of the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05Restricted Subsidiaries; provided that at the time of such Disposition, and (i) no Default shall exist or would result from such Disposition and (ii) Dispositions of Capital Stock in the case of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valueUnrestricted Subsidiaries.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of no longer useful or used, surplus, obsolete or worn out property, whether now owned or hereafter acquired, assets in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) in a transaction where such property equipment is exchanged for credit against the purchase price of similar replacement property equipment or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement propertyequipment; (d) Dispositions of cash or Cash Equivalents; (e) Dispositions of property by any Subsidiary to the Company Borrower or by the Borrower or any Subsidiary to a wholly-owned any other Subsidiary; provided that (i) if the transferor of such property is a Subsidiary GuarantorLoan Party, the transferee thereof must either shall be a Loan Party and (ii) to the Company or a Subsidiary Guarantor; (e) Dispositions extent such transaction constitutes an Investment, such transaction is permitted by under Section 7.047.03; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearpermitted under Section 7.06; (g) Dispositions by Disposition of (i) the Company Home and Garden division of the Borrower, in whole or in part, (ii) assets constituting one or more other divisions or lines of business of the Borrower and its Subsidiaries and (iii) any manufacturing plants or facilities, in each case, made as part of a debt reduction program of the Borrower; provided that at least 75% of the consideration received by the Borrower and its Subsidiaries in any such Disposition shall be in the form of cash and Cash Equivalents. (h) Dispositions not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) the aggregate book value of all property Disposed of in reliance on this Section 7.05(h) shall not exceed $35,000,000 in any fiscal year of the Borrower or $100,000,000 since the Closing Date and (iii) at least 75% of the consideration received by the Borrower and its Subsidiaries in any such Disposition shall be in the form of cash and Cash Equivalents; (i) Dispositions of property pursuant to sale and leaseback transactions; provided that (i) at the time of entering into such transaction, no Event of Default shall exist have occurred and be continuing or would result from therefrom, (ii) the aggregate fair market value of all property Disposed of in reliance on this Section 7.03(i) shall not exceed $15,000,000 (which amount may, with prior approval by the Administrative Agent, be increased to $25,000,000) since the Closing Date and (iii) at least 75% of the consideration received by the Borrower and its Subsidiaries in any such Disposition shall be in the form of cash and Cash Equivalents; (j) (i) sales or discounts of accounts receivable without recourse arising in the ordinary course of business in connection with the compromise or collection thereof (but not as part of any securitization or factoring arrangement) and (ii) sales or transfers of accounts receivable and related rights by any Foreign Subsidiary pursuant to customary receivables financing facilities or factoring arrangements; (k) transfers of property that is the subject of a Casualty Event upon receipt of insurance or other proceeds arising from such Casualty Event; (l) Dispositions of Equity Interests in Dormant Subsidiaries; (m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, any buy/sell arrangement or any similar binding arrangement between joint venture parties, in each case, that is in effect on the Closing Date; (n) Dispositions of accounts receivable pursuant to retailer mandated factoring programs in an aggregate amount not to exceed $15,000,000 since the Term Facility Closing Date; (o) Dispositions set forth on Schedule 7.05; and (p) Dispositions in the case ordinary course of a Disposition business consisting of a dealership abandonment of IP Rights that, in the good faith determination of the Borrower or any Subsidiary, are uneconomical, negligible, obsolete or otherwise not material in the requirements conduct of Section 7.19 have been satisfiedits business; provided, however, that any Disposition pursuant to clauses Sections 7.05(b), (a) through c), (d), (g), (h), (i), (n) and (o) shall be made at least for the fair market valuevalue of the assets Disposed.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, Disposition except: (a) Dispositions of (i) obsolete or worn out propertyproperty and (ii) equipment that is no longer useful, in each case in the ordinary course of business whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Restricted Subsidiary to the Company Borrower or to a any wholly-owned Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (d) Dispositions set forth on Schedule 7.05; provided that the proceeds of any such Disposition shall be deposited into the Collateral Account promptly upon receipt thereof by the Borrower or any of its Subsidiaries (regardless of whether the property subject to such Disposition constitutes Collateral at the time of such Disposition) and shall be disbursed from such Collateral Account solely in accordance with the Approved Budget (subject to Permitted Variances); (e) Dispositions permitted by Section 7.04[Reserved]; (f) Dispositions by the Company Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (e) since the case Closing Date shall not exceed $250,000 (or such greater amount as may be approved by the Required Lenders), and (iv) at least 75% of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedpurchase price for such asset shall be paid to the Borrower or such Restricted Subsidiary in cash; provided, however, and (g) [reserved]. provided that any Disposition pursuant (other than Dispositions to clauses (a) through (ga Loan Party) shall be for fair market value.

Dispositions. Make The Borrower shall not, nor shall it permit any Disposition Restricted Subsidiary to, directly or enter into any agreement to indirectly, make any Disposition, except: (ai) Dispositions (including abandonment) of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; , (bii) Dispositions (including abandonment) in the ordinary course of business of surplus property or property no longer used or useful in the conduct of the business of the Borrower or any of the Restricted Subsidiaries, (iii) Dispositions of inventory including Eligible Used Vehicle Inventory, immaterial assets (considered in the aggregate) in the ordinary course of business and (iv) Dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business; (cb) Dispositions of equipment or real property to the extent that (i) such property or an interest therein is exchanged for credit against the purchase price of similar replacement property or property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property, or (iii) such property is swapped in exchange for services or other assets of comparable or greater value or usefulness to the business of the Borrower and the Subsidiaries as whole, as determined in good faith by the management of the Borrower; (dc) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned any Restricted Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, Loan Party (i) the transferee thereof must either be the Company a Loan Party and if such property constitutes Collateral, it shall continue to constitute Collateral after such Disposition or a Subsidiary Guarantor(ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02; (d) Dispositions of cash and Cash Equivalents; (e) Dispositions permitted by Section 7.04leases, subleases, licenses, sublicenses (including the provision of software under an open source license) or any abandonment thereof, in each case (i) in the ordinary course of business and (ii) without interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (f) Dispositions by the Company and its Subsidiaries transfers of property pursuant subject to sale-leaseback transactions, provided that Casualty Events upon the book value receipt (where practical) of all property so Disposed the Net Proceeds of shall not exceed $50,000,000 in any fiscal yearsuch Casualty Event; (g) Dispositions by (including write-offs, discounts, and compromises in clause (b) above) or discounts without recourse of accounts receivable and related assets in connection with the Company compromise or collection thereof in the ordinary course of business; (h) [reserved]; (i) [reserved]; (j) Dispositions of Investments in joint ventures or other non-wholly owned Subsidiaries to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and its Subsidiaries similar binding arrangements; (k) the unwinding of any Swap Contract or cash management agreement; (l) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such DispositionDisposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), (i) no Event of Default shall exist or would result from such Disposition and Disposition, (ii) any prepayment required to be made in connection with the receipt of Net Proceeds in respect of such Disposition pursuant to Section 2.13 shall be made in accordance therewith, (iii) the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of the consideration for such Disposition in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), (c), (d), (f), (i), (j), (k), (l), (o), (p), (v), (w), (z), (aa), (bb), (cc) and (ee), (iv) any portion of the consideration for such Disposition that is not in the form of cash or Cash Equivalents shall become Collateral, (v) this Section 7.05(l) shall not permit the Disposition of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole), and (vi) duringfrom and after the Specified Amendment No. 1 Period, 3 Effective Date (A) no Dispositions shall be permitted under this Section 7.05(l) except for (1) Dispositions of Specified Amendment No. 3 Real Property specified in Schedule A to Amendment No. 1 (such Real Property, “Scheduled Property”)Properties to the extent (x) such Real Propertythe buyer therefor is subject to a bonea fide sale agreement with a third party purchaser entered into prior to March 23, 2020third party and (y) the Disposition of such Real Property shall be made for gross consideration not less than the amount specified for such Scheduled Property identifiedSpecified Amendment No. 3 Real Properties to or by the Required Lenders (as applicable) as of the Amendment No. 13 Effective Date (subject in each case, to customary purchase price adjustments and working capital adjustments), (2) Dispositions of property (other than Real Property), provided that the aggregate fair market value of property Disposed of pursuant to this clause (vi)(A)(2) shall not exceed $10,000,000 in the aggregate during the Specified Amendment No. 1 Period, and (3) Dispositions of Pension Real Property set forth on Schedule B to Amendment No. 1) and (B) 100% of the Net Proceeds of each Disposition permitted under the foregoing clause (vi)(A) shall be applied to the prepayment of the Term Loans in accordance with Section 2.13(a)(ii) without giving effect to any thresholds or reinvestment rights; (i) any Disposition of Securitization Assets or Receivables Assets, or participations therein, in connection with any Qualified Securitization Financing or Receivables Facility, in the case of a this clause (i) to the extent permitted under Section 7.03(z), or (ii) the Disposition of a dealership Subsidiaryan account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with past practice; (n) [reserved]; (o) dispositions from and after the Restatement Effective Date of non-core or obsolete assets acquired in connection with any Permitted Acquisition or other permitted Investments; provided that, duringfrom and after the requirements Specified Amendment No. 1 Period3 Effective Date, no Dispositions shall be permitted under this clause (o); (p) the incurrence of ▇▇▇▇▇ permitted hereunder; (q) sales or dispositions of Equity Interests of any Subsidiary (other than the Borrower) in order to qualify members of the governing body of such Subsidiary if required by applicable law; (r) [reserved]; (s) Restricted Payments made pursuant to Section 7.19 have been satisfied7.06; (t) Sale and Leaseback Transactions in an aggregate principal amount not to exceed $25,000,000 during the term of this Agreement; providedprovided that, howeverduringfrom and after the Specified Amendment No. 1 Period3 Effective Date, this clause (t) shall be unavailable for use under this Agreement and the dollar-amount specified in the clause (t) shall be $0; and (u) other Dispositions consented to by the Required Lenders in their sole discretion. provided that any Disposition of any property pursuant to clauses this Section 7.05 (a) through except pursuant to Sections 7.05(a), (c), (e), (f), (g), (i), (j), (k), (m), (n), (o), (p), (q), (r) and (s) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market valuevalue of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be automatically sold free and clear of the Liens created by the Loan Documents, and, if requested by the Borrower, upon the certification delivered to the Administrative Agent by the Borrower that such Disposition is permitted by this Agreement, the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take, and shall take, any actions reasonably requested by the Borrower in order to effect the foregoing (at the Borrower’s expense) and/or to expressly subordinate any Lien in favor of the Collateral Agent on such Collateral that is disposed of. Notwithstanding anything herein to the contrary in this Agreement, (i) duringas of and after the Specified Amendment No. 1 Period3 Effective Date, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, make any Disposition of Real Property (other than (a) Dispositions of Scheduled PropertySpecified Amendment No. 3 Real Properties pursuant to Section 7.05(l), (b) leases of Real Property entered into in the ordinary course of business (excluding Sale and Leaseback Transactions),) and (c) transfers of property subject to condemnation and Casualty Events) and (d) Dispositions of Pension Real Property set forth on Schedule B to Amendment No. 1 so long as the proceeds thereof are applied to repay CDA First Lien Obligations (or, if the CDA First Lien Obligations shall have been paid in full, to prepay the Term Loans in accordance with Section 2.13(a)(ii) without giving effect to any thresholds or reinvestment rights), (ii) after the Amendment No. 2 Effective Date, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, Dispose of Specified Rolling Stock with an aggregate fair market value in excess of $5,000,000 in any fiscal year without the prior consent of the Required Lenders, (iii) any Disposition of Rolling Stock shall be for no less than the fair market value of such property at the time of such Disposition, and (iv) during the Specified Rolling Stock Prepayment Period, all Net Proceeds from any Disposition of Specified Rolling Stock in excess of the Specified Rolling Stock Reinvestment Threshold in any fiscal year shall be applied to prepay the Term Loans in accordance with Section 2.13(a)(ii).

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete obsolete, used, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessbusiness and Dispositions of property no longer used or useful in the business of the Borrower and its Subsidiaries; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by the Borrower or any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is the Borrower or a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.047.02, Section 7.04 and Section 7.06; (f) Dispositions by non-exclusive licenses of IP Rights in the Company ordinary course of business and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearsubstantially consistent with past practice; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition, (ii) the aggregate amount of Consolidated Net Tangible Assets of all property Disposed of in reliance on this clause (g) shall not exceed $150,000,000, (iii) the Borrower or Subsidiary shall receive not less than 75% of the consideration for such asset in the form of cash or Cash Equivalents and (iv) at least 50% of the Net Cash Proceeds therefrom shall be applied to prepay the Loans in accordance with Section 2.05(b)(ii) without any reinvestment rights; (h) [Reserved]; (i) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(g); (j) the Disposition of the Filter Fresh Business; (k) Dispositions by the Borrower or any of its Subsidiaries of property pursuant to sale-leaseback transactions; provided that (i) the fair market value of all property so Disposed of shall not exceed $10,000,000 from and after the Restatement Effective Date and (ii) the purchase price for such property shall be paid to the Borrower or such of its Subsidiaries for not less than 75% cash consideration; (l) the Disposition of non-core assets acquired in a Permitted Acquisition; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (l) shall not exceed 15% of the Consolidated Net Tangible Assets acquired in any Permitted Acquisition and (iii) the Borrower or Subsidiary shall receive not less than 75% of the consideration for such asset in the case form of a cash or Cash Equivalents; (m) any Disposition of Securitization Assets to a dealership Securitization Subsidiary; (n) Dispositions of Cash Equivalents; (o) Dispositions of accounts receivable in connection with the collection or compromise thereof; (p) leases, subleases, licenses or sublicenses of property (excluding any licenses or sub-licenses of IP Rights) in the requirements ordinary course of Section 7.19 have been satisfiedbusiness and which do not materially interfere with the business of the Borrower and its Subsidiaries; (q) transfers of property subject to any event that gives rise to the receipt by the Borrower or any of its Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such property upon receipt of such insurance proceeds or condemnation awards; (r) Dispositions of Investments in joint ventures, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (s) Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of the Borrower, are uneconomical, negligible, obsolete or otherwise not material in the conduct of its business; provided, however, that any Disposition pursuant to clauses Section 7.05 (aexcept pursuant to Sections 7.05(a), (d), (e), (m), (o), (q), (r) through and (gs)) shall be for fair market value.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of businessPermitted Transfers; (b) Dispositions of inventory including Eligible Used Vehicle Inventoryto the extent constituting a Disposition, any (i) Lien permitted by Section 7.01, (ii) Investment permitted by Section 7.03 or (iii) action permitted by Section 7.04 (in the ordinary course of business;each case, other than by reference to this Section 7.05 (or any sub-clause hereof)); and (c) other Dispositions of equipment or real property to the extent that so long as (i) such property is exchanged at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents (provided, that, for credit against purposes hereof, cash consideration shall include (A) cash and Cash Equivalents paid contemporaneously with the purchase price consummation of similar replacement property or the Disposition, (iiB) the proceeds amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to a Loan Party or any of its Subsidiaries) of any Loan Party or any of its Subsidiaries (as shown on such Disposition Person’s most recent balance sheet or in the notes thereto) that are reasonably promptly assumed by the transferee of any such assets and for which the Loan Parties and their Subsidiaries shall have been validly released by all relevant creditors in writing, (C) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such replacement property; Disposition, and (dD) Dispositions of property any securities received by any Subsidiary such Loan Party or its Subsidiaries from such transferee that are converted by such Person into cash or Cash Equivalents (to the Company extent of the cash or to Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable Disposition paid contemporaneously with consummation of the Disposition and shall be in an amount not less than the fair market value of the property disposed of; (ii) if such transaction is a wholly-owned Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 7.13; (iii) such transaction does not involve the sale or other disposition of minority Equity Interests in any Subsidiary; provided that if (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section; and (v) the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the aggregate net book value of all property so Disposed of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions occurring after the Closing Date (other than (1) Sale and Leaseback Transactions permitted by Section 7.13 and (2) the Disposition of Non-Core Assets) shall not exceed the greater of (x) $50,000,000 in any fiscal year; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition 100,000,000 and (iiy) in the case 10.0% of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market valueConsolidated Total Assets.

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04the Borrower of LNP Receivables and SOW Receivables pursuant to the Receivables Transfer Agreement dated as of November 2, 2001; (f) Dispositions permitted by the Company and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearSection 8.04; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.058.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed $1,000,000; (h) Dispositions consisting of any sublease of the offices of the Borrower or its Subsidiaries in Washington, D.C. and Chicago, Illinois in connection with the closure of such offices by the Borrower and the Subsidiaries; (i) Dispositions by the Borrower and its Subsidiaries consisting of licenses of software in the case ordinary course of a Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfiedbusiness; provided, however, that any Disposition pursuant to clauses (a) through (c) and (f) and (g) shall be for fair market value.

Dispositions. Make any Disposition of its assets or enter into any agreement to make any Dispositionproperty, except: (a) Dispositions of obsolete or worn out propertyproperty or property no longer used or useful in the operations of any Loan Party or Subsidiary, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property (including Equity Interests) by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company Borrower or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by licenses of IP Rights in the Company ordinary course of business and its Subsidiaries of property pursuant to sale-leaseback transactions, provided that the book value of all property so Disposed of shall not exceed $50,000,000 in any fiscal yearsubstantially consistent with past practice; (g) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) in the case of any single Disposition having a fair market value of more than the greater of $10,000,00040,000,000 and 5.0% of Consolidated EBITDA (measured at the time of such Disposition), at least 75% of the consideration received by Borrower or such Subsidiary shall be in the form of cash or Cash Equivalents and is paid at the time of the closing of such sale; provided that the following shall be deemed to be cash and Cash Equivalents for purposes of this clause (i): (x) any non-cash proceeds paid at the time of the closing of such Disposition that are converted into cash proceeds within 180 days of the closing of such Disposition and (y) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (y) that is at that time outstanding, not to exceed $25,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), (ii) at the time of such Disposition, (i) no Event of Default shall exist or would result from such Disposition and (iiiii) in the case of a Net Cash Proceeds from such Disposition of a dealership Subsidiary, the requirements of Section 7.19 have been satisfied; provided, however, that any Disposition shall be used to prepay Term A Loans pursuant to clauses Section 2.05(b)(i); and (ah) through (g) shall be for Dispositions of assets having an aggregate fair market value.value of not more than the greater of $80,000,000 and 10.0% of Consolidated EBITDA; (i) To the extent constituting a Disposition, any issuance or sales of any Equity Interests of the Borrower;

Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory including Eligible Used Vehicle Inventory, assets in the ordinary course of business; (c) Dispositions of 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; (d) Dispositions of property by any Subsidiary to the Company Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Company and its Subsidiaries of property pursuant to sale-leaseback transactionsSelect Carrier Group Disposition, provided that (i) irrespective of whether or not all or any portion of the book value Select Carrier Disposition would be permitted by clause (h) below, the Borrower shall apply 100% of all property so Disposed the Net Cash Proceeds in the manner set forth in clause (ii) of shall not exceed $50,000,000 in any fiscal yearthe last paragraph of this Section 7.05; (g) Dispositions in respect of the Proposed Joint Venture; and (h) Dispositions by the Company Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, (i) no Default shall exist or would result from such Disposition and (ii) the aggregate net book value of all assets Disposed of in the case reliance on this clause (h) during any fiscal year (but excluding, for purposes of a Disposition of a dealership Subsidiaryclarification, the requirements Select Carrier Group Disposition) shall not exceed 10% of Section 7.19 have been satisfiedthe total net book value of all assets of the Borrower and its Subsidiaries as of the end of immediately preceding fiscal year of the Borrower; provided, however, that any Disposition pursuant to clauses (a) through (g) shall be for fair market value. Notwithstanding the foregoing, the Borrower may, or may permit any Subsidiary to, make a Disposition of property acquired or constructed by the Borrower or any Subsidiary and such property shall not be subject to or included in the foregoing limitation and computation contained in Section 7.05(h) to the extent, and from the date, that the net proceeds from such Disposition are, within 365 days of such Disposition, either (i) reinvested in productive assets by the Borrower or a Subsidiary to be used in the principal business of the Borrower or such Subsidiary and, if required by Section 6.13 or the Collateral Documents, such productive assets are concurrently subjected to the Lien of the Collateral Documents or (ii) applied to the payment or prepayment of any outstanding Indebtedness of the Borrower or its Subsidiaries other than outstanding Subordinated Debt, provided that in the course of making such application the Borrower shall offer to prepay each outstanding Term Loan Note in accordance with Section 2.5(d) in a principal amount which equals the Pro Rata Percentage for such Term Loan Note. If any holder of a Term Loan Note fails to accept such offer of prepayment, then the Borrower shall prepay or pay or cause to prepay or pay additional Indebtedness of the Borrower or the Subsidiaries, other than Subordinated Debt, in an amount equal to the Pro Rata Percentage for such Term Loan Note.