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200806452 liquidation, reorganization, dissolution, winding up, composition or adjustment of debts, of the Company, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Company or of all or any substantial part of its property or (iii) similar relief in respect of the Company under any law relating to bankruptcy, insolvency, winding up, composition or adjustment of debts. "Affiliate" of any Person shall mean any other Person who, directly or indirectly, controls or is controlled by or is under common control with such other Person. "Agreement" shall mean this Lease Agreement, dated as of June 1,2008, by and between the Issuer and the Company, including all amendments hereof and supplements hereto. "Asset Sale" shall mean the sale, lease, conveyance or other disposition of any assets. Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company shall be governed by the provisions of Section 8.02 hereof. (a) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than 5% of Tangible Assets of the Company; (b) the sale or lease of products (including Credits), services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn out or obsolete assets or assets no longer used or useful in the Company's business; (c) the sale or other disposition of cash or Cash Equivalents; (d) a Permitted Investment; (e) a disposition resulting from any condemnation or other taking, or temporary or permanent requisition of, any property, any interest therein or right appurtenant thereto, or any change of grade affecting any property, in each case, as the result of the exercise of any right of condemnation or eminent domain, including any sale or other transfer to a Governmental Authority in lieu of, or in anticipation of, any of the foregoing events; (f) a disposition of assets in connection with a foreclosure, transfer or deed in lieu of foreclosure or other exercise of remedial action; and (g) a disposition of a contract relating to any Hedging Obligation or any collateral delivered under a Hedging Obligation. "Attributable Debt" in respect of a sale and leaseback transaction shall mean, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit 4834.8191-0786.7 3