dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary;

any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments other than in the ordinary course of business, as determined in good faith by Holdings,

Gain or loss resulting from any disposition of property (other than money) with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

Dispositions and Casualty Events. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (iv) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from # any Disposition by the Borrower or any of its Subsidiaries (other than any Disposition permitted pursuant to, and in accordance with, [Section 9.5] (excluding [Section 9.5(g), (i) and (o)])])]) or # any Casualty Event. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds; provided that the Borrower shall not be required to make any such prepayment in connection with any Disposition or Casualty Event by a direct or indirect Foreign Subsidiary of the Borrower or a Domestic Subsidiary of any Foreign Subsidiary of the Borrower to the extent that and for so long as the application of such proceeds would # be prohibited by Applicable Law (and the Borrower hereby agrees to, and to cause the applicable Foreign Subsidiary or Domestic Subsidiary to, promptly take all actions reasonably required by Applicable Law to permit such application) or # result in material adverse tax consequences to the Borrower and its Subsidiaries, as determined in good faith by the Borrower (taking into account any foreign tax credit or benefit that would be actually realized in connection with the repatriation of such funds); provided further that, so long as no Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(ii) with respect to # such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date given written notice to the Administrative Agent of its intent to reinvest in accordance with [Section 4.4(b)(iii) and (y)] Dispositions with aggregate Net Cash Proceeds not to exceed $100,000,000 during the term of this Agreement.

Brand or Business Dispositions. Any profit or loss associated with the disposition or sale of a brand or business will be excluded from the Ending Year EPS calculation. Any related impacts to interest expense, weighted average number of shares, and profit associated with the disposed brand or business will be reflected in Base Year EPS and/or Ending Year EPS to the extent necessary to neutralize the impact of the event in both calculations. Associated disposition costs, including but not limited to transaction, transition, disintegration or restructuring will be excluded from the Ending Year EPS calculation.

No later than three (3) Business Days following the date of receipt by the Borrower or any of its Subsidiaries of any Net Cash Proceeds of any Asset Sale, to the extent that the aggregate amount of Net Cash Proceeds from Asset Sales exceeds $25,000,000 at any time after the Closing Date, or any Net Cash Proceeds from any Event of Loss, to the extent that the aggregate amount of Net Cash Proceeds from Events of Loss exceeds $25,000,000 at any time after the Closing Date, the Borrower shall prepay the Obligations in an amount equal to 100% of all such Net Cash Proceeds in excess of $25,000,000 with respect to each category of Asset Sales and Events of Loss; provided, that, the Borrower shall not be required to prepay the Obligations with respect to # Net Cash Proceeds from Asset Sales permitted under [Section 7.02(b)(i)-(v), (ii)])])] so long as no Default or Event of Default has occurred and is continuing, Net Cash Proceeds from an Event of Loss or Asset Sales that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 365 days following receipt thereof or committed to be reinvested prior to the expiration of such 365 day period (as certified to the Administrative Agent by an Authorized Officer of the Borrower on or before the end of such applicable 365 day period) and actually reinvested within 540 days following receipt thereof, and # any payments of such Net Cash Proceeds that could reasonably result in an material adverse tax consequence to the Borrower or any of its Subsidiaries. Any such prepayment shall be applied in accordance with subsection # of this clause (b).

“Tax Asset” means any Tax Item that could reduce a Tax, including a net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or credit related to alternative minimum tax.

before taking into account any gain or loss arising from an upward or downward revaluation of any other asset;

any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business) or income (loss) from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

“Asset Sale” means any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any Sale and Lease-Back Transaction) to any Person of any asset or assets of Holdings or any Restricted Subsidiary.