Make any Asset Dispositions (including any Sale Leaseback Transaction) other than # the sale of inventory in the ordinary course of business for fair consideration, # the sale or disposition of machinery and equipment no longer used or useful in the conduct of any Credit Party’s or any such Subsidiary’s business, # the sale or disposition of Securitization Receivables or account receivables in connection with a factoring arrangement permitted hereunder and Related Assets in connection with a Securitization Transaction or factoring arrangement permitted hereunder, or # such other Asset Dispositions, provided that # the consideration for such assets disposed of represents the fair market value of such assets at the time of such Asset Disposition; and # the cumulative net book value of all Asset Dispositions by any Credit Party and any of its Subsidiaries during any single fiscal year shall not exceed 20% of Consolidated Total Assets determined as of the end of the most recently completed fiscal year.

“Cumulative Retained Asset Sale Proceeds Amount” means the cumulative portion (since the Closing Date) of the Net Proceeds of Dispositions not required to be applied to prepay the Loans pursuant to [Section 2.05(b)(ii)] due to the Applicable Asset Sale Percentage being less than 100%.

“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 Sale” means the Disposition (by way of merger, casualty, condemnation or otherwise) by ESI or any of its Restricted Subsidiaries to any Person other than a Loan Party of # any Equity Interests of any Restricted Subsidiary (other than directors’ qualifying shares and employee options granted in the ordinary course of business) or # any other assets of ESI or any of its Restricted Subsidiaries, including Equity Interests of any Person that is not a Subsidiary (other than # inventory disposed of in the ordinary course of business or the disposition of excess, damaged, obsolete, worn out or no longer needed assets, scrap and Cash Equivalents, # dispositions between Restricted Subsidiaries permitted by [Section 8.04(c)], clause (c) of the definition of “Permitted Intercompany Transaction” with respect to dispositions or acquisitions of any Subsidiary of a Borrower that is not a Loan Party or clause (d) of the definition of “Permitted Intercompany Transaction” relating to Dispositions with respect to any Excluded Subsidiary), # dispositions permitted by [Section 8.04(h)] and dispositions of non-core assets acquired in connection with any Permitted Acquisition or Investment permitted hereunder and # any Permitted Sale Leaseback Transaction); provided that any asset sale or series of related asset sales described above having a value not in excess of $5,000,000 in any single transaction or series of related transactions shall be deemed not to be an “Asset Sale” for purposes of this Agreement and provided further that the Arysta Sale shall not be deemed to be an “Asset Sale” for purposes of this Agreement.

The Advisor shall receive the Asset Management Fee as its sole compensation for services rendered pursuant to Section 3 of this Agreement in connection with the management of the Company's Assets. The Asset Management Fee shall be calculated and paid monthly and consists of a monthly fee of one-twelfth of 1.1% of # the cost of each Asset then held by the Company, without deduction for depreciation, bad debts or other non-cash reserves, or # the Company's proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for clause (ii)) debt financing on the investment. For any month in which an Asset is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Asset by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month. Following the determination of the Company's net asset value, the Asset Management Fee will be calculated based on the lower of # the aggregate of the value of the Company's Assets and # the historical cost of the Company's Assets, both without deduction for depreciation, bad debts or other non-cash reserves. The Asset Management Fee shall be payable in arrears for each month on the first of each succeeding month; provided, however, that the Asset Management Fee shall not exceed $2,000,000 per annum (the "Asset Management Fee Cap") until the earlier of such time, if ever, that # the Company holds Assets with an Appraised Value equal to or in excess of $500,000,000 or # the Company reports AFFO equal to or greater than $.3125 per share of Common Stock (an amount intended to reflect a 5% or greater annualized return on $25.00 per share of Common Stock) (the "Per Share Amount") for two consecutive quarters, on a fully diluted basis. If the Company should split, combine or otherwise reclassify the Common Stock, make a dividend or other distribution in shares of Common Stock (including any dividend or other distribution of securities convertible into Common Stock), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then the Per Share Amount shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Per Share Amount shall be deemed to be the Per Share Amount as so adjusted. All amounts of the Asset Management Fee in excess of the Asset Management Fee Cap (the "Subordinated Compensation") shall be subordinated, and such Subordinated Compensation shall bear interest at an interest rate of 3.5% per annum, which interest shall be cumulative but not compounding, and, if the conditions of the second preceding sentence are met, be paid (together with any interest thereon) in accordance with [Section 9(b)] of this Agreement.

TFF Asset Contribution. The Contributor hereby contributes, transfers, assigns, conveys and delivers to the Company, free and clear of all liens, claims, security interests or other encumbrances, the TFF Assets, as more specifically described below:

Asset Coverage Ratio. [[Organization A:Organization]] will not permit the Asset Coverage Ratio as of the last Business Day of any fiscal quarter to be less than 1.50.

Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1.00 at any time. The Borrower will not permit the “asset coverage” ratio under the Investment Company Act to be less than the percentage required under the Investment Company Act for the Borrower to issue or sell any class of senior security (as defined under the Investment Company Act).

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.