definiens: means, with respect to a Disposition ( other than Dispositions permitted by Sections 8.8(a ) through ( i ) ) after the Closing Date by the Borrower or any Subsidiary to any Person of any assets of the Borrower or its Subsidiaries, the gross cash proceeds in excess of [ * ] in the aggregate through the term of the Agreement received by the Borrower or any Subsi diary from such Disposition over all reasonable and customary costs, fees and expenses, and including T axes payable ( or estimated in good faith to be paya ble ) by the recipient of such proceeds, incurred in connect ion with such Disposition which have not been paid to Affiliates of the Borrower in connection therewith, but excluding any proceeds required to be paid to a creditor ( other than the Lender ) which holds a first priorit y Lien permitted by Section 8.3 on the property whi ch is the subject of such Disposition