BASIS, AND THE ABANDONMENT OR
OTHER DISPOSITION OF INTELLECTUAL PROPERTY THAT IS NEGLIGIBLE AND NON-MATERIAL
TO THE BUSINESS OF THE GROUP MEMBERS AS A WHOLE;
(C)
DISPOSITIONS PERMITTED BY SECTION 7.4(B);
(D)
THE SALE OR ISSUANCE OF ANY SUBSIDIARY'S CAPITAL STOCK TO THE BORROWER
PROVIDED THAT IF SUCH CAPITAL STOCK WAS THE SUBJECT OF A LIEN PURSUANT TO ANY
SECURITY DOCUMENT, THE BORROWER SHALL GRANT SECURITY TO A SIMILAR EXTENT AND OF
A COMPARABLE QUALITY OVER SUCH ASSET IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR
THE BENEFIT OF THE SECURED PARTIES (SUCH SECURITY TO BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT);
(E)
THE DISPOSITION OF ASSETS WITH AN AGGREGATE FAIR MARKET VALUE NOT TO
EXCEED $5,000,000;
(F)
THE DISPOSITION OF CASH NOT OTHERWISE PROHIBITED BY THIS AGREEMENT; AND
(G)
THE DISPOSITION BY CKX G.O.A.T. HOLDING CORP. AND/OR G.O.A.T., INC. IN AN
AGGREGATE AMOUNT OF UP TO 5% OF THE MEMBERSHIP INTERESTS IN THE GOAT OPERATING
COMPANY TO THE MUHAMMAD ALI FAMILY TRUST IF AND TO THE EXTENT REQUIRED UNDER THE
EXPRESS TERMS OF THE GOAT OPERATING AGREEMENT, AS IN EFFECT ON THE CLOSING DATE.
7.6.
RESTRICTED PAYMENTS.
DECLARE OR PAY ANY DIVIDEND (OTHER THAN DIVIDENDS
PAYABLE SOLELY IN COMMON STOCK OF THE PERSON MAKING SUCH DIVIDEND) ON, OR MAKE
ANY PAYMENT ON ACCOUNT OF, OR SET APART ASSETS FOR A SINKING OR OTHER ANALOGOUS
FUND FOR, THE PURCHASE, REDEMPTION, DEFEASANCE, RETIREMENT OR OTHER ACQUISITION
OF, ANY CAPITAL STOCK OF ANY GROUP MEMBER, WHETHER NOW OR HEREAFTER OUTSTANDING,
OR MAKE ANY OTHER DISTRIBUTION IN RESPECT THEREOF, EITHER DIRECTLY OR
INDIRECTLY, WHETHER IN CASH OR PROPERTY OR IN OBLIGATIONS OF THE BORROWER OR ANY
SUBSIDIARY (COLLECTIVELY, "RESTRICTED PAYMENTS"), EXCEPT THAT:
(A)
(I) ANY SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS TO THE BORROWER OR ANY
SUBSIDIARY GUARANTOR AND (II) ANY SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS IN A
PROPORTIONATE MANNER TO THE BORROWER (OR A SUBSIDIARY GUARANTOR, AS APPLICABLE)
AND THE OTHER HOLDERS OF SUCH SUBSIDIARY'S CAPITAL STOCK IN RESPECT OF SUCH
HOLDERS' PROPORTIONATE OWNERSHIP OF SUCH SUBSIDIARY;
(B)
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR WOULD RESULT THEREFROM, THE BORROWER MAY PURCHASE ITS COMMON STOCK
OR COMMON STOCK OPTIONS FROM PRESENT OR FORMER OFFICERS OR EMPLOYEES OF ANY
GROUP MEMBER UPON THE DEATH, DISABILITY OR TERMINATION OF EMPLOYMENT OF SUCH
OFFICER OR EMPLOYEE, PROVIDED, THAT THE AGGREGATE AMOUNT OF PAYMENTS UNDER THIS
CLAUSE (B) AFTER THE DATE HEREOF SHALL NOT EXCEED $2,500,000;
(C)
ELVIS PRESLEY ENTERPRISES, LLC AND ELVIS PRESLEY ENTERPRISES INC. (AND, TO
THE EXTENT REQUIRED, THE EPE HOLDING CORPORATION) MAY PAY DIVIDENDS TO THE TRUST
PURSUANT
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TO THE APPLICABLE ELVIS OPERATING COMPANY CHARTER DOCUMENTS, AS IN EFFECT ON THE
CLOSING DATE;
(D)
PURCHASES BY ANY GROUP MEMBER OF THE CAPITAL STOCK OF ANY GROUP MEMBER OR
PERMITTED JOINT VENTURE FROM ANY PERSON THAT IS NOT A GROUP MEMBER OR PERMITTED
JOINT VENTURE IN AN AGGREGATE AMOUNT NOT TO EXCEED $30,000,000 FROM AND AFTER
THE CLOSING DATE (PROVIDED THAT