Common use of Asset Dispositions, etc Clause in Contracts

Asset Dispositions, etc. It shall not, and it shall not permit any Relevant Subsidiary to, sell, transfer, lease or otherwise dispose of, or grant options, warrants or other rights with respect to, any of its assets to any Person, unless (a) such Disposition constitutes the sale of Inventory in the ordinary course of business, (b) such Disposition is made to the Borrower, (c) such Disposition involves assets that are not Collateral and the Disposition is to the Ultimate Parent or any Restricted Subsidiary, (d) such Disposition involves a surrender or waiver of arm’s length contractual rights or a settlement, release or surrender of any such contract or other litigation claims by any Obligor or Relevant Subsidiary in the ordinary course of business consistent with past practice, in no event with respect to a right or claim in excess of Cdn.$500,000, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs (a) through (h) of this Section 9.04, but taken together with all other Dispositions permitted pursuant to this sub-paragraph (i) shall not be of assets valued in excess of Cdn.$10,000,000 in the aggregate during the term of the Loans and shall not be of assets valued in excess of Cdn.$4,000,000 with respect to any single Disposition permitted pursuant to this sub-paragraph (i) (unless the Administrative Agent shall consent); provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e)).

Asset Dispositions, etc. It shall KIL will not, and it shall will not permit any Relevant Subsidiary to, of its Restricted Subsidiaries to sell, transfer, lease lease, contribute or otherwise dispose ofconvey, or grant options, warrants or other rights (collectively referred to as a “Disposition”), with respect to, any assets of its assets KIL or any Restricted Subsidiary (including accounts receivable and capital stock of Restricted Subsidiaries) to any Person, unless unless: (a) such Disposition constitutes is of all or substantially all of the sale Core Assets (or of Inventory any interest therein, including the ownership interest in the ordinary course Person holding title to such Core Asset or any real property upon which any Core Asset is situated) and the prior written consent of business, all Lenders (which may be granted or withheld in their sole discretion) shall have been obtained; (b) such Disposition is made of the Relinquishment Agreement or the Omnibus Termination Agreement (or any interest therein, including the ownership interest in the Person(s) holding title to the BorrowerRelinquishment Agreement or the Omnibus Termination Agreement) and the prior written consent of the Required Lenders (which may be granted or withheld in their sole discretion) shall have been obtained (and in the event of such a Disposition, all representations, covenants and other provisions in this Agreement which relate to the agreements so disposed of will be deemed to be removed from this Agreement and the other Loan Documents); (c) such Disposition involves assets that is of any real property contiguous to Core Assets (or of any interest therein, including the ownership interest in the Person holding title to such real property or any real property upon which Core Assets are not Collateral situated) and the terms of such Disposition is do not contain any restrictions, agreements or covenants that will interfere in any material adverse respect with access to or the Ultimate Parent or operations of any Restricted Subsidiary, Core Assets; (d) such Disposition involves a surrender or waiver of arm’s length contractual rights or a settlement, release or surrender of any such contract or other litigation claims by any Obligor or Relevant Subsidiary in the ordinary course of business consistent with past practice, in no event with respect to a right or claim in excess of Cdn.$500,000, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs a disposition described in clauses (a) through (hc) above; and (e) in the case of any Disposition (including those described in the preceding clauses (a) through (d)), the Net Cash Proceeds (as such term is defined in the Existing Indentures) thereof are applied in conformity with the provisions of the Existing Indentures and, to the extent applicable, Section 2.2.2. So long as no Event of Default shall then be continuing, upon a Disposition permitted by this Section 9.04Section, but taken together with all other Dispositions permitted pursuant to this sub-paragraph (i) shall not be of assets valued the Lien in excess of Cdn.$10,000,000 in the aggregate during the term favor of the Loans Secured Parties upon the assets so sold, transferred, leased, contributed or conveyed shall automatically terminate and be released, and (ii) if the assets so sold, transferred, leased, contributed or conveyed are shares of capital stock of a Restricted Subsidiary, then the Guaranty and Security Agreement, if any, executed by such Restricted Subsidiary shall not automatically terminate and the obligations of, and the Lien in favor of the Secured Parties upon the assets of, such Restricted Subsidiary shall automatically terminate and be of assets valued released and the Restricted Subsidiary shall have no further obligations thereunder, and in excess of Cdn.$4,000,000 with respect to any single Disposition permitted pursuant to this sub-paragraph (i) (unless each case the Administrative Agent and the Lenders shall consent); provided thatexecute, upon acknowledge, and deliver such acts, assurances, amendments to the occurrence Guaranty and continuance of a Covenant Trigger DefaultSecurity Agreement, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon such other instruments and documents necessary to give effect to the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e))foregoing.

Asset Dispositions, etc. It shall SIHL will not, and it shall will not ------------------------ permit any Relevant Subsidiary to, of its Subsidiaries to sell, transfer, lease lease, contribute or otherwise dispose ofconvey, or grant options, warrants or other rights (collectively referred to as a "Disposition"), with respect to, any assets of its assets SIHL or any ----------- Subsidiary (including accounts receivable and capital stock of Subsidiaries) to any Person, unless (a) such Disposition constitutes is of any Core Asset (or of any interest therein, including without limitation, the sale of Inventory ownership interest in the ordinary course Person holding title to such Core Asset or any real property upon which any Core Asset is situated) and the prior written consent of business, all Lenders (which may be granted or withheld in their sole discretion) shall have been obtained; (b) such Disposition is made of the Relinquishment Agreement or the Omnibus Termination Agreement (or any interest therein, including without limitation, the ownership interest in the Person(s) holding title to the BorrowerRelinquishment Agreement or the Omnibus Termination Agreement) and the prior written consent of the Required Lenders (which may be granted or withheld in their sole discretion) shall have been obtained (and in the event of such a Disposition, all representations, covenants and other provisions in this Agreement which relate to the agreements so disposed of will be deemed to be removed from this Agreement and the other Loan Documents); (c) such Disposition involves assets that is of any real property contiguous to Core Assets (or of any interest therein, including without limitation, the ownership interest in the Person holding title to such real property or any real property upon which Core Assets are not Collateral situated) and the terms of such Disposition is do not contain any restrictions, agreements or covenants that will interfere in any material adverse respect with access to or the Ultimate Parent or operations of any Restricted Subsidiary, Core Assets; (d) such Disposition involves a surrender or waiver of arm’s length contractual rights or a settlement, release or surrender of any such contract or other litigation claims by any Obligor or Relevant Subsidiary in the ordinary course of business consistent with past practice, in no event with respect to a right or claim in excess of Cdn.$500,000, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs a disposition described in clauses (a) through (hc) of this Section 9.04, but taken together with all other Dispositions permitted pursuant to this sub-paragraph (i) shall not be of assets valued in excess of Cdn.$10,000,000 in the aggregate during the term of the Loans and shall not be of assets valued in excess of Cdn.$4,000,000 with respect to any single Disposition permitted pursuant to this sub-paragraph (i) (unless the Administrative Agent shall consent)above; provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e) in the case of any Disposition (including without limitation those described in the preceding clauses (a) through (d))., the Net Cash Proceeds (as such term is defined in the Existing Indentures) thereof are applied in conformity with the provisions of the Existing Indentures and, to the extent applicable, Section

Asset Dispositions, etc. It shall The Borrower will not, and nor will it shall not permit any Relevant Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of, or grant options, warrants or other rights with respect to, any of its assets (including accounts receivable and Equity Interests of Subsidiaries but excluding, however, Borrower's Equity Interests) to any Person, unless except for: (a) such Disposition constitutes the sale orderly liquidations of Inventory Cash Equivalent Investments; (b) sales of nutritional products, pharmaceuticals, and other health care-related products in the ordinary course of business, (b) such Disposition is made to the Borrower, ; (c) such Disposition involves assets that are not Collateral and the Disposition is Dispositions to the Ultimate Parent Borrower or any Restricted Subsidiary; provided, however, that if the acquiring Subsidiary is, immediately prior to the Disposition, a Non-Obligor and, as a result of such Disposition, such acquiring Subsidiary would be required pursuant to the terms hereof to become a Guarantor, then, prior to or simultaneously with such Disposition, the Borrower shall cause such Subsidiary to become a Guarantor by executing an Assumption Agreement in the form of Exhibit 1 to the Guaranty to the extent permissible under Applicable Law; (d) such Disposition involves a surrender sales by the Borrower or waiver its Subsidiaries of arm’s length contractual rights recently constructed development facilities in accordance with historical practices; and (e) other Dispositions not in excess of (i) in any Fiscal Year, 15% of the Consolidated total assets of the Borrower and its Subsidiaries as of the Effective Date or a settlement(ii) over the term of this Agreement, release or surrender 25% of the Consolidated total assets of the Borrower and its Subsidiaries as of the Effective Date, so long as, in each case after giving effect to any such contract or other litigation claims by Disposition, no Default shall have occurred and be continuing. In connection with any proposed Disposition permitted under this Section of a Subsidiary that is an Obligor or Relevant Subsidiary in to a Person that is not another Subsidiary, the ordinary course Administrative Agent shall, upon request of business consistent with past practicethe Borrower and so long as no Default shall have occurred and be continuing, in no event provide a release of the Guaranty with respect to a right such Subsidiary, such release to be effective upon such permitted Disposition of such Subsidiary. The Borrower shall provide such certification or claim in excess of Cdn.$500,000, (e) other evidence reasonably satisfactory to the Administrative Agent demonstrating that such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such proposed Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs (a) through (h) of this Section 9.04, but taken together with all other Dispositions permitted pursuant to this sub-paragraph (i) shall not be of assets valued in excess of Cdn.$10,000,000 in the aggregate during the term of the Loans and shall not be of assets valued in excess of Cdn.$4,000,000 with respect to any single Disposition permitted pursuant to this sub-paragraph (i) (unless the Administrative Agent shall consent); provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e))Section.

Asset Dispositions, etc. It shall (a) The Borrower will not, and it shall will not permit any Relevant Subsidiary of its Subsidiaries to, sell, transfer, lease lease, contribute or otherwise dispose ofconvey, or grant options, warrants or other rights with respect to, all or any substantial part of its assets (including capital stock of Subsidiaries) to any Person. (b) The Borrower will not, and will not permit any of its Subsidiaries to, sell, convey, contribute or transfer any asset (including, without limitation, any sale or assignment with or without recourse of any receivable) except: (i) retirement of assets to in the ordinary course of business; (ii) the sale, conveyance, contribution or transfer of any Personasset or assets having a fair market value at the time of sale, unless conveyance, contribution or transfer of $10,000,000 or less in the aggregate for all such sales, conveyances, contributions and transfers in any calendar year; (aiii) such Disposition constitutes the sale of Inventory Oil and Gas production and inventory in the ordinary course of business, including in connection with hedge agreements or pursuant to long-term contracts; (biv) such Disposition is made any conveyance or transfer by a Subsidiary of the Borrower to the Borrower, or by a Subsidiary of the Borrower to a wholly owned Subsidiary of Borrower; (cv) such Disposition involves assets that are not Collateral transfers by the Borrower to a Subsidiary permitted by SECTION 7.2.5; and the Disposition is (vi) transfers of Hydrocarbon Interests which transfers constitute payments in kind pursuant to the Ultimate Parent or Incentive Payments Agreement. Notwithstanding the foregoing, the Borrower shall not, nor shall the Borrower permit any Restricted Subsidiaryof its Subsidiaries to, (d) such Disposition involves a surrender or waiver transfer any assets, other than the sale of arm’s length contractual rights or a settlement, release or surrender Oil and Gas production and inventory and payment of any such contract or other litigation claims by any Obligor or Relevant Subsidiary trade payables in the ordinary course of business consistent with past practice, in no event with respect pursuant to a right or claim in excess of Cdn.$500,000, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereofSECTION 7.2.9(b)(iii), is not otherwise permitted by sub-paragraphs (a) through (h) of this Section 9.04, but taken together with all other Dispositions permitted to any Person pursuant to this sub-paragraph (i) SECTION 7.2.9 if a Default shall not have occurred and be of assets valued in excess of Cdn.$10,000,000 in the aggregate during the term of the Loans and shall not continuing or would otherwise be of assets valued in excess of Cdn.$4,000,000 with respect to existing after, or result from, any single Disposition permitted pursuant to this sub-paragraph (i) (unless the Administrative Agent shall consent); provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e))such transfer.

Asset Dispositions, etc. It shall The Borrower will not, and nor will it shall not permit any Relevant Subsidiary to, sell, transfer, lease or otherwise dispose Dispose of, or grant options, warrants or other rights with respect to, any of its assets (including accounts receivable and Equity Interests of Subsidiaries but excluding, however, Borrower's Equity Interests) to any Person, unless except for: (a) such Disposition constitutes the sale Dispositions of Inventory Cash Equivalent Investments; (b) sales of nutritional products, pharmaceuticals, and other health care-related products in the ordinary course of business, (b) such Disposition is made to the Borrower, ; (c) such Disposition involves assets that are not Collateral and the Disposition is Dispositions to the Ultimate Parent Borrower or any Restricted Subsidiary; provided, however, that if the acquiring Subsidiary is, immediately prior to the Disposition, a Non-Obligor and, as a result of such Disposition, such acquiring Subsidiary would be required pursuant to the terms hereof to become a Guarantor, then, prior to or simultaneously with such Disposition, the Borrower shall cause such Subsidiary to become a Guarantor by executing an Assumption Agreement in the form of Exhibit 1 to the Guaranty to the extent permissible under Applicable Law; (d) such Disposition involves a surrender sales by the Borrower or waiver its Subsidiaries of arm’s length contractual rights recently constructed development facilities in accordance with historical practices; and (e) other Dispositions not in excess of (i) in any Fiscal Year, 15% of the Consolidated total assets of the Borrower and its Subsidiaries as of the Effective Date or a settlement(ii) over the term of this Agreement, release or surrender 50% of the Consolidated total assets of the Borrower and its Subsidiaries as of the Effective Date, so long as, in each case after giving effect to any such contract or other litigation claims by Disposition, no Default shall have occurred and be continuing. In connection with any proposed Disposition permitted under this Section of a Subsidiary that is an Obligor or Relevant Subsidiary in to a Person that is not another Subsidiary, the ordinary course Administrative Agent shall, upon request of business consistent with past practicethe Borrower and so long as no Default shall have occurred and be continuing, in no event provide a release of the Guaranty with respect to a right or claim in excess of Cdn.$500,000such Subsidiary, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets release to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction be effective upon such permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs (a) through (h) of this Section 9.04, but taken together with all other Dispositions permitted pursuant to this sub-paragraph (i) shall not be of assets valued in excess of Cdn.$10,000,000 in the aggregate during the term of the Loans and shall not be of assets valued in excess of Cdn.$4,000,000 with respect to any single Disposition permitted pursuant to this sub-paragraph (i) (unless the Administrative Agent shall consent); provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e))such Subsidiary.

Asset Dispositions, etc. It shall (a) The Borrower will not, and it shall will not permit any Relevant Subsidiary of its Subsidiaries to, sell, transfer, lease lease, contribute or otherwise dispose ofconvey, or grant options, warrants or other rights with respect to, all or any substantial part of its assets (including capital stock of Subsidiaries) to any Person. (b) The Borrower will not, and will not permit any of its Subsidiaries to, sell, convey, contribute or transfer (each, a "Disposition") any asset (including, without limitation, any sale or assignment with or without recourse of any receivable) except: (i) retirement of assets in the ordinary course of business; (ii) the Disposition of any asset or assets, PROVIDED, THAT the aggregate fair market value of all assets which are the subject of such Dispositions by the Parent and its Subsidiaries (including the Borrower) in any calendar year does not exceed U.S. $10,000,000 (for purposes of determining compliance with the foregoing, (x) the fair market value of an asset shall mean the fair market value at the time of the Disposition thereof; and (y) Dispositions by the Borrower or any of its Subsidiaries to any Person, unless a Wholly-Owned Subsidiary of the Parent or to the Parent shall be excluded); (aiii) such Disposition constitutes the sale of Inventory Oil and Gas production and inventory in the ordinary course of business, including in connection with hedge agreements or pursuant to long-term contracts; (biv) such Disposition is made any conveyance or transfer by a Subsidiary of the Borrower to the Borrower, or by a Subsidiary of the Borrower to a wholly owned Subsidiary of Borrower; (cv) such Disposition involves assets that are not Collateral transfers by the Borrower to a Subsidiary permitted by SECTION 7.2.5; and the Disposition is (vi) transfers of Hydrocarbon Interests which transfers constitute payments in kind pursuant to the Ultimate Parent or Incentive Payments Agreement. Notwithstanding the foregoing, the Borrower shall not, nor shall the Borrower permit any Restricted Subsidiaryof its Subsidiaries to, (d) such Disposition involves a surrender or waiver transfer any assets, other than the sale of arm’s length contractual rights or a settlement, release or surrender Oil and Gas production and inventory and payment of any such contract or other litigation claims by any Obligor or Relevant Subsidiary trade payables in the ordinary course of business consistent with past practice, in no event with respect pursuant to a right or claim in excess of Cdn.$500,000, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereofSECTION 7.2.9(b)(iii), is not otherwise permitted by sub-paragraphs (a) through (h) of this Section 9.04, but taken together with all other Dispositions permitted to any Person pursuant to this sub-paragraph (i) SECTION 7.2.9 if a Default shall not have occurred and be of assets valued in excess of Cdn.$10,000,000 in the aggregate during the term of the Loans and shall not continuing or would otherwise be of assets valued in excess of Cdn.$4,000,000 with respect to existing after, or result from, any single Disposition permitted pursuant to this sub-paragraph (i) (unless the Administrative Agent shall consent); provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e))such transfer.

Asset Dispositions, etc. It shall KIL will not, and it shall will not permit any Relevant Subsidiary to, of its Subsidiaries to sell, transfer, lease lease, contribute or otherwise dispose ofconvey, or grant options, warrants or other rights (collectively referred to as a “Disposition”), with respect to, any assets of its assets KIL or any Subsidiary (including accounts receivable and capital stock of Subsidiaries) to any Person, unless (a) such Disposition constitutes is of any Core Asset (or of any interest therein, including without limitation, the sale of Inventory ownership interest in the ordinary course Person holding title to such Core Asset or any real property upon which any Core Asset is situated) and the prior written consent of business, all Lenders (which may be granted or withheld in their sole discretion) shall have been obtained; (b) such Disposition is made of the Relinquishment Agreement or the Omnibus Termination Agreement (or any interest therein, including without limitation, the ownership interest in the Person(s) holding title to the BorrowerRelinquishment Agreement or the Omnibus Termination Agreement) and the prior written consent of the Required Lenders (which may be granted or withheld in their sole discretion) shall have been obtained (and in the event of such a Disposition, all representations, covenants and other provisions in this Agreement which relate to the agreements so disposed of will be deemed to be removed from this Agreement and the other Loan Documents); (c) such Disposition involves assets that is of any real property contiguous to Core Assets (or of any interest therein, including without limitation, the ownership interest in the Person holding title to such real property or any real property upon which Core Assets are not Collateral situated) and the terms of such Disposition is do not contain any restrictions, agreements or covenants that will interfere in any material adverse respect with access to or the Ultimate Parent or operations of any Restricted Subsidiary, Core Assets; (d) such Disposition involves a surrender or waiver of arm’s length contractual rights or a settlement, release or surrender of any such contract or other litigation claims by any Obligor or Relevant Subsidiary in the ordinary course of business consistent with past practice, in no event with respect to a right or claim in excess of Cdn.$500,000, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs a disposition described in clauses (a) through (hc) above; and (e) in the case of any Disposition (including without limitation those described in the preceding clauses (a) through (d)), the Net Cash Proceeds (as such term is defined in the Existing Indentures) thereof are applied in conformity with the provisions of the Existing Indentures and, to the extent applicable, Section 2.2.2. Notwithstanding the foregoing or any provision of this Section 9.04Agreement to the contrary, but taken together with all other Dispositions the Borrowers may consummate the transactions contemplated by the Trademark Agreement (including, without limitation, causing the names of the Borrowers and certain Subsidiaries to be changed). So long as no Event of Default shall then be continuing, upon a Disposition permitted pursuant to by this sub-paragraph Section, (i) shall not be of assets valued the Lien in excess of Cdn.$10,000,000 in the aggregate during the term favor of the Loans Secured Parties upon the assets so sold, transferred, leased, contributed or conveyed shall automatically terminate and be released, and (ii) if the assets so sold, transferred, leased, contributed or conveyed are shares of capital stock of a Subsidiary, then the Guaranty and Security Agreement, if any, executed by such Subsidiary shall not automatically terminate and the obligations of, and the Lien in favor of the Secured Parties upon the assets of, such Subsidiary shall automatically terminate and be of assets valued released and the Subsidiary shall have no further obligations thereunder, and in excess of Cdn.$4,000,000 with respect to any single Disposition permitted pursuant to this sub-paragraph (i) (unless each case the Administrative Agent and the Lenders shall consent); provided thatexecute, upon acknowledge, and deliver such acts, assurances, amendments to the occurrence Guaranty and continuance of a Covenant Trigger DefaultSecurity Agreement, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon such other instruments and documents necessary to give effect to the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e))foregoing.

Asset Dispositions, etc. It shall The Borrower will not, and it shall will not permit any Relevant Subsidiary of its Subsidiaries to, sell, issue, transfer, lease lease, contribute or otherwise dispose ofconvey, or grant options, warrants or other rights with respect to, any Property, business or assets of the Borrower or any of its assets Subsidiaries (including accounts receivable and Capital Stock) (each, a "Disposition") to any Person, unless other than (ai) such Disposition constitutes the sale of Inventory in the ordinary course of business, (bother than Vehicles) such Disposition is made to the Borrower, (c) such Disposition involves assets that are not Collateral and the Disposition is to the Ultimate Parent or any Restricted Subsidiary, (d) such Disposition involves a surrender or waiver of arm’s length contractual rights or a settlement, release or surrender of any such contract or other litigation claims by any Obligor or Relevant Subsidiary in the ordinary course of business consistent with past practice, (ii) in no event with respect to a right or claim in excess the case of Cdn.$500,000, the Borrower and its Subsidiaries (eother than the SPCs) such Disposition involves the non-exclusive license, either as licensee or licensor, sale of intellectual property assets to or from other Persons Vehicles in the ordinary course of business consistent with past practice or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale which are otherwise obsolete or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made no longer useful in the ordinary course of businesssuch Person's business consistent with past practice; provided that with respect to any Vehicle which is (A) an Eligible Non-Repurchase Vehicle, any such sale shall be for cash at a price not less than the fair market value thereof and (B) an Eligible Repurchase Vehicle, such sale shall be for cash at a price not less than the Repurchase Price in respect thereof under the related Repurchase Agreement; and (iii) in the case of the SPCs, the sale of assets to the extent not prohibited by the Base Indenture, the applicable Series Supplement or the applicable Lease; (b) the Disposition of an interest Property (other than Vehicles), that is obsolete or no longer used or useful in such Obligor's business and having a Permitted Joint Venture net book value not exceeding $100,000 in any single transaction or any $1,000,000 over the term of this Agreement; (c) the Disposition of the assets or Capital Stock of any Relevant Subsidiary EMEA Subsidiary; (other than Telesonicd) permitted by Section 9.06 hereof)with prior written consent of the Administrative Agent, is not otherwise permitted by sub-paragraphs the Disposition of the real Property set forth on Item 8.2.9(d) (a) through (h"Excluded Real Property") of this Section 9.04, but taken together with all other Dispositions permitted pursuant the Disclosure Schedule; and (e) leases or subleases of its real Property to this sub-paragraph any Person so long as (iA) shall such lease or sublease does not be of assets valued interfere in excess of Cdn.$10,000,000 any material respect in the aggregate during the term business of the Loans Borrower or any of its Subsidiaries, (B) the Borrower or such Subsidiary shall have obtained the Administrative Agent's prior written approval, and (C) prior to executing and delivering such lease or sublease, as applicable, the Borrower or the relevant Subsidiary shall not be of assets valued in excess of Cdn.$4,000,000 have caused the lessee or sublessee thereunder, as applicable, to execute and deliver to the Administrative Agent such documents as the Administrative Agent may reasonably request to maintain or protect its Lien on such real Property; provided that with respect to any single Disposition permitted pursuant to clause (b), (c), (d) or (e) above, such Dispositions shall be made for cash at a price not less than the fair market value thereof (or, in the case of clause (e) above, for market-rate rent therefor). The Administrative Agent agrees, on reasonable prior written notice from the Borrower of a Disposition permitted pursuant to this sub-paragraph Section 6.2.9. to release its Lien, if any, on such assets or other properties in order to permit the applicable Person to effect such Disposition and shall execute and deliver to the Borrower, at the Borrower's expense, appropriate UCC-3 termination statements (i) (unless the Administrative Agent shall consent); provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions or equivalent or similar statements under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (dapplicable personal property security statutes) and (e))other releases as reasonably requested by the Borrower, if applicable.

Asset Dispositions, etc. It shall Holdco and the Company will not, and it shall will not permit any Relevant other Restricted Subsidiary to, sell, transfer, lease license, lease, contribute or otherwise dispose ofconvey, or grant options, warrants or other rights with respect to, all or any part of its assets assets, whether now owned or hereafter acquired (including accounts receivable and Capital Stock of Restricted Subsidiaries) to any Person, unless unless (a) such sale, transfer, license, lease, contribution or conveyance of such assets is (i) in the ordinary course of its business (and, other than the Asset Contribution, does not constitute a sale, transfer, license, lease, contribution or other conveyance of all or a substantial part of Holdco's and the Restricted Subsidiaries' assets, taken as a whole) or is of obsolete or worn out property, (ii) permitted by SECTION 7.2.8, (iii) from Holdco or any of its Restricted Subsidiaries to the Company or one of its Wholly-Owned Restricted Subsidiaries that is a U.S. Subsidiary or from a Restricted Subsidiary of Holdco that is a Non-U.S. Subsidiary to a Wholly-Owned Restricted Subsidiary of Holdco that is a Non-U.S. Subsidiary (but only to the extent such sale, transfer, license, lease, contribution or conveyance would be permitted by SECTION 7.2.11); (b) such sale, transfer, lease, contribution or conveyance (i) constitutes an Investment permitted under SECTION 7.2.5, (ii) constitutes a Lien permitted under SECTION 7.2.3, (iii) constitutes a Restricted Payment permitted under SECTION 7.2.6, (iv) is from the Company or any Wholly-Owned Restricted Subsidiary that is a U.S. Subsidiary to any Wholly-Owned Restricted Subsidiary that is a Non-U.S. Subsidiary and is for fair market value (but only to the extent such sale, transfer, license, lease, contribution or conveyance would be permitted by SECTION 7.2.11), or (v) is pursuant to the Administrative Services Agreement; (c) (i) such sale, transfer, lease, contribution or conveyance of such assets is for fair market value and the consideration consists of no less than 75% in cash or a Lien permitted under CLAUSE (h)(iii) of SECTION 7.2.3, (ii) the Net Disposition constitutes Proceeds received from such assets, together with the Net Disposition Proceeds of all other assets sold, transferred, leased, contributed or conveyed pursuant to this CLAUSE (c) since the Closing Date, does not exceed (individually or in the aggregate) $20,000,000 in any Fiscal Year and (iii) an amount equal to the Net Disposition Proceeds generated from such sale, transfer, lease (except leases and subleases pursuant to CLAUSE (i) of SECTION 7.2.3), contribution or conveyance is reinvested in the Xxxxxxx Business, or, to the extent required thereunder, is applied to prepay the Loans pursuant to the terms of SECTION 3.1.1 and SECTION 3.1.2; (d) such sale, transfer, lease, contribution or conveyance results from a casualty or condemnation of property or assets; or (e) the sale or discount of Inventory overdue accounts receivable in the ordinary course of business, (b) such Disposition is made to but only in connection with the Borrower, (c) such Disposition involves assets that are not Collateral and the Disposition is to the Ultimate Parent compromise or any Restricted Subsidiary, (d) such Disposition involves a surrender or waiver of arm’s length contractual rights or a settlement, release or surrender of any such contract or other litigation claims by any Obligor or Relevant Subsidiary in the ordinary course of business consistent with past practice, in no event with respect to a right or claim in excess of Cdn.$500,000, (e) such Disposition involves the non-exclusive license, either as licensee or licensor, of intellectual property assets to or from other Persons in the ordinary course of business or a Sale and Leaseback transaction permitted under Section 9.08, (f) such Disposition involves the entry into a Capitalized Lease permitted under clause (c) of Permitted Indebtedness, (g) such Disposition involves the sale or issuance of Capital Stock of the Borrower or Telesonic permitted by Section 9.06 hereof, (h) such Disposition is permitted by Section 9.03 or Section 9.16 or (i) such Disposition (including any Disposition of obsolete, surplus or retired assets made in the ordinary course of business, any Disposition of an interest in a Permitted Joint Venture or any Disposition of the Capital Stock of any Relevant Subsidiary (other than Telesonic) permitted by Section 9.06 hereof), is not otherwise permitted by sub-paragraphs (a) through (h) of this Section 9.04, but taken together with all other Dispositions permitted pursuant to this sub-paragraph (i) shall not be of assets valued in excess of Cdn.$10,000,000 in the aggregate during the term of the Loans and shall not be of assets valued in excess of Cdn.$4,000,000 with respect to any single Disposition permitted pursuant to this sub-paragraph (i) (unless the Administrative Agent shall consent); provided that, upon the occurrence and continuance of a Covenant Trigger Default, no further Dispositions under this sub-paragraph (i) shall be permitted; and provided, further, that upon the occurrence and continuance of a Payment Restriction Default, no further Dispositions under this Section 9.04 shall be permitted (other than Dispositions permitted under sub-paragraphs (a), (d) and (e))collection thereof.