“Asset Disposition” means any disposition, whether by sale, lease, license, transfer or otherwise, of any or all of the property of the Borrower or any of its Subsidiaries, other than # any sale or issuance of Equity Interests of any Subsidiary to the Borrower or any other Subsidiary, # dispositions of cash and Cash Equivalents in the ordinary course of business or for any purposes permitted under this Agreement, # sales of inventory in the ordinary course of business, # dispositions of assets which have become obsolete or, in the Borrower’s reasonable judgment, no longer used or useful in the business of the Borrower and its Subsidiaries, # dispositions of any Governmental Fueling Facility (including of any rights and interests under any agreement between the Borrower or any of its Subsidiaries and any Governmental Authority), # leases and subleases of equipment in the ordinary course of business, and # any loss, destruction or damage of such property, or any actual condemnation, seizure or taking, by exercise of eminent domain or otherwise, of such property, or any confiscation or requisition of the use of such property; provided that, for purposes of Section 2.06(c)(i) and the related definitions, the term “Asset Disposition” shall mean Asset Dispositions by the Borrower or any of its Subsidiaries made in reliance on Sections 6.04(c) and 6.04(h))] of property the Net Proceeds of which is $1,000,000 or more with respect to any such Asset Disposition and $2,000,000 or more with respect to all such Asset Dispositions consummated during any one fiscal year.

““Asset Disposition”Disposition” means any disposition, whether by sale, lease, license, transfer or otherwise, of any or all of the property of the Borrower or any of its Subsidiaries, other than # any sale or issuance of Equity Interests of any Subsidiary to the Borrower or any other Subsidiary, # dispositions of cash and Cash Equivalents in the ordinary course of business or for any purposes permitted under this Agreement, # sales of inventory in the ordinary course of business, # dispositions of assets which have become obsolete or, in the Borrower’s reasonable judgment, no longer used or useful in the business of the Borrower and its Subsidiaries, # dispositions of any Governmental Fueling Facility (including of any rights and interests under any agreement between the Borrower or any of its Subsidiaries and any Governmental Authority), # leases and subleases of equipment in the ordinary course of business, and # any loss, destruction or damage of such property, or any actual condemnation, seizure or taking, by exercise of eminent domain or otherwise, of such property, or any confiscation or requisition of the use of such property; provided that, for purposes of Section 2.06(c)(i) and the related definitions, the term “Asset Disposition” shall mean Asset Dispositionsdisposition by the Borrower or any of its Subsidiaries made in reliance on Sections 6.04(c) and 6.04(h))] of property the Net Proceeds of which is $1,000,000 or more with respectRestricted Subsidiary to any such Asset Disposition and $2,Person other than the Borrower or any Restricted Subsidiary to the extent otherwise permitted hereunder of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person that are owned by the Borrower or any Restricted Subsidiary or division or line of business of a Person, the aggregate consideration for which exceed # $5,000,000 in any single transaction or more with respect toseries of related transactions or # $10,000,000 in the aggregate for all such Asset Dispositions consummated duringsales, transfers or dispositions in any one fiscal year. Notwithstanding the preceding, no Ordinary Course Disposition will be deemed to be an Asset Disposition.

““Asset Disposition”Disposition” means any disposition, whether bythe sale, lease,transfer, license, transferlease or otherwise,other disposition of any or allProperty (including any disposition of the property of the BorrowerEquity Interests) by any Credit Party or any of its Subsidiaries, other than #Subsidiary thereof, and any sale or issuance of Equity Interests ofby any Subsidiary to the Borrower or any other Subsidiary, # dispositions of cash and Cash Equivalents in the ordinary course of business or for any purposes permitted under this Agreement, # sales of inventory in the ordinary course of business, # dispositions of assets which have become obsolete or, in the Borrower’s reasonable judgment, no longer used or useful in the business of the Borrower and its Subsidiaries, # dispositions ofto any Governmental Fueling Facility (including of any rights and interests under any agreement between the BorrowerPerson that is not a Credit Party or any of its Subsidiaries and any Governmental Authority), # leases and subleases of equipment in the ordinary course of business, and # any loss, destruction or damage of such property, or any actual condemnation, seizure or taking, by exercise of eminent domain or otherwise, of such property, or any confiscation or requisition of the use of such property; provided that, for purposes of Section 2.06(c)(i) and the related definitions, the term “Asset Disposition” shall mean Asset Dispositions by the Borrower or any of its Subsidiaries made in reliance on Sections 6.04(c) and 6.04(h))] of property the Net Proceeds of which is $1,000,000 or more with respect to any such Asset Disposition and $2,000,000 or more with respect to all such Asset Dispositions consummated during any one fiscal year.Subsidiary thereof.

““Asset Disposition”Disposition” means any disposition, whethersale, transfer, conveyance, lease or other disposition (including, without limitation, by sale, lease, license, transferway of merger, consolidation or otherwise,sale and leaseback or sale of shares of Capital Stock in any or all of the property ofSubsidiary) (each, a “transaction”) by Holdings, the Borrower or any of its Subsidiaries, other than #Restricted Subsidiary to any sale or issuance of Equity InterestsPerson of any Subsidiary to the BorrowerProperty having a Fair Market Value in any transaction or any other Subsidiary, # dispositionsseries of cash and Cash Equivalents in the ordinary courserelated transactions of business or for any purposes permitted under this Agreement, # sales of inventory in the ordinary course of business, # dispositions of assets which have become obsolete or, in the Borrower’s reasonable judgment, no longer used or useful in the business of the Borrower and its Subsidiaries, # dispositions of any Governmental Fueling Facility (including of any rights and interests under any agreement between the Borrower or any of its Subsidiaries and any Governmental Authority), # leases and subleases of equipment in the ordinary course of business, and # any loss, destruction or damage of such property, or any actual condemnation, seizure or taking, by exercise of eminent domain or otherwise, of such property, or any confiscation or requisition of the use of such property; provided that, for purposes of Section 2.06(c)(i) and the related definitions, theat least $10.0 million. The term “Asset Disposition”“Asset Disposition” shall mean Asset Dispositions by the Borrower or any of its Subsidiaries made in reliance on Sections 6.04(c) and 6.04(h))] of property the Net Proceeds of which is $1,000,000 or more with respect to any such Asset Disposition and $2,000,000 or more with respect to all such Asset Dispositions consummated during any one fiscal year.not include:

““Asset Disposition”Disposition” means any disposition, whether by sale, lease, license, transfer or otherwise,the disposition of any or all of the propertyassets (including the Capital Stock of the Borrowera Subsidiary or any ownership interest in a joint venture) of its Subsidiaries, other thanany Credit Party or any Subsidiary whether by sale, lease, transfer or otherwise. The term “Asset Disposition” shall not include # Specified Sales or # any sale or issuance of Equity Interests of any Subsidiary to the Borrower or any other Subsidiary, # dispositions of cash and Cash Equivalents in the ordinary course of business or for any purposes permitted under this Agreement, # sales of inventory in the ordinary course of business, # dispositions of assets which have become obsolete or, in the Borrower’s reasonable judgment, no longer used or useful in the business of the Borrower and its Subsidiaries, # dispositions of any Governmental Fueling Facility (including of any rights and interests under any agreement between the Borrower or any of its Subsidiaries and any Governmental Authority), # leases and subleases of equipment in the ordinary course of business, and # any loss, destruction or damage of such property, or any actual condemnation, seizure or taking, by exercise of eminent domain or otherwise, of such property, or any confiscation or requisition of the use of such property; provided that, for purposes of Section 2.06(c)(i) and the related definitions, the term “Asset Disposition” shall mean Asset Dispositions by the Borrower or any of its Subsidiaries made in reliance on Sections 6.04(c) and 6.04(h))] of property the Net Proceeds of which is $1,000,000 or more with respect to any such Asset Disposition and $2,000,000 or more with respect to all such Asset Dispositions consummated during any one fiscal year.Issuance.