Common use of Disposition of Assets; Etc Clause in Contracts

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

Disposition of Assets; Etc. The Borrower Company will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower Company or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower Company or any Subsidiary to the Borrower Company or any Subsidiary that is a Guarantor Subsidiary, (c) prohibit any transaction permitted by Section 6.03 and (cd) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year Fiscal Year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date Date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower Company and its Subsidiaries for the fiscal year Fiscal Year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipmentequipment which are not material in the aggregate, the lapse of intellectual property and shall not permit or suffer any Subsidiary to do any of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, foregoing; provided, however, that this Section 6.09 5.2(h) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate consolidated book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise of the Company and its Restricted Subsidiaries disposed of in any consecutive twelve-month period shall be less than 10% of the consolidated book value of the assets of the Company and its Restricted Subsidiaries as of the beginning of such twelve month period and the aggregate book value of all assets disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 4025% of the consolidated net sales or net income book value of assets of the Borrower Company and its Restricted Subsidiaries for at the fiscal year immediately preceding the date time of any such transactiondisposition and if, and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) sales as to which proceeds are used within 180 days to purchase or construct assets of at least equivalent value to those sold, (iii) transfers of assets from any Subsidiary to the Company or a Guarantor which is a wholly Owned Subsidiary; provided, however, in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions (an "Asset Sale") the Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (A) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of the assets and (B) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, provided that cash equivalents and the assumption of Indebtedness of the Company or any Guarantor and the unconditional release of the Company or such Guarantor from such Indebtedness in connection with such Asset Sale, in each case acceptable to the Agent, shall be considered cash for purposes of this Section 5.2(h); provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's' most recent balance sheet), of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets such that the Company or such Restricted Subsidiary have no further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision and the definition of Net Cash Proceeds, and the Agent promptly shall obtain a first priority security interest in any non cash consideration for any Asset Sale.

Disposition of Assets; Etc. The Term Facility Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Term Facility Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Term Facility Borrower or any Subsidiary to the Term Facility Borrower or any Subsidiary that is a Guarantor Subsidiary, (c) prohibit any transaction permitted by Section 6.03 and (cd) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year Fiscal Year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date Date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Term Facility Borrower and its Subsidiaries for the fiscal year Fiscal Year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

Disposition of Assets; Etc. The Borrower will notSell, and will not lease, license, transfer, assign or otherwise dispose of, or permit any of its Subsidiaries to, Subsidiary to sell, lease, license, transfer, assign or otherwise dispose of any of, all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 5.2(g) shall not prohibit (ai) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate consolidated book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise of the Company and its Subsidiaries disposed of in any consecutive twelve-month period shall be less than 10% of the consolidated book value of the assets of the Company and its Subsidiaries as of the beginning of such twelve month period and the aggregate book value of all assets disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 4025% of the consolidated net sales or net income book value of assets of the Borrower Company and its Subsidiaries for at the fiscal year time of any such disposition and if, immediately preceding the date of such transaction, before and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing, or (ii) sales by any Borrower or any Subsidiary of accounts receivable pursuant to Permitted Receivables Transactions (subject to the limitation on the amount of financing which may be provided in all such transactions set forth in the definition of the term "Permitted Receivables Transaction" herein).

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 5.2(g) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date in any consecutive twelve month period shall be less than 4010% percent of the such aggregate book value of the Consolidated Total Assets total assets of the Company and its Subsidiaries as of the end beginning of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding twelve month period ending with the date of any such transactionsale, lease, license, transfer, assignment or other disposition, and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, each of the following shall be permitted and shall be excluded in determining the amount allowed to be sold or otherwise disposed of pursuant to the first sentence of this Section 5.2(g), (i) any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any Domestic Subsidiary, (ii) the Company may sell, lease, transfer or otherwise dispose of its assets to a Guarantor, (iii) the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of its assets in excess of the limitation set forth above so long as the proceeds of such sale are used (x) to purchase or committed to purchase other property of a similar nature of at least equivalent value within six (6) months of such sale or (y) to prepay the Advances (and to permanently reduce the Commitments by a like amount), and (iv) the Company may sell Anchor Bay Entertainment, Inc., provided that (A) both immediately before and after such sale, no Default or Event of Default shall exist or shall have occurred and be continuing, (B) such sale is closed on or before August 6, 2004, (C) no material assets have been or will be transferred to Anchor Bay Entertainment, Inc. from the Company or any of its Subsidiaries on or after June 30, 2003, (D) the Net Cash Proceeds received by the Company at the closing of such sale shall not be less than $50,000,000, (E) the terms of such sale are reasonably satisfactory to the Agent, provided that the Agent shall not unreasonably withhold or delay its consent to such sale, and (F) such sale otherwise complies with all other terms of this Agreement.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipmentequipment which are not material in the aggregate, the lapse of intellectual property and shall not permit or suffer any Subsidiary to do any of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, foregoing; provided, however, that this Section 6.09 5.2(h) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date of this Agreement shall be less than 40% of $1,000,000 in the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businessesif, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) sales as to which proceeds are used within 180 days to purchase or construct assets of at least equivalent value to those sold, (iii) sales as to which proceeds are used to make optional prepayments on the Term Loan and the Revolving Credit Advances, provided that such prepayments on the Revolving Credit Advances also permanently reduce the Revolving Credit Commitments and the Borrowing Base by the amount of such payments, (iv) transfers of assets, including without limitation Capital Stock, between Guarantors or between the Company and Guarantors, or (v) investments which consist of transfers of assets instead of cash and which are permitted by Section 5.2(k) or (vi) such transfer of assets as pursuant to a dividend or redemption permitted by Section 5.2(j) or an investment, loan or advance permitted pursuant to Section 5.2(k); provided, however, in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions (an "Asset Sale") the Company shall not, and shall not permit any of its Subsidiaries to, consummate an Asset Sale unless (A) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of the assets and (B) at least 80% of the consideration therefor received by the Company or such Subsidiary is in the form of cash; provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's' most recent balance sheet), of the Company or any Subsidiary that are assumed by the transferee of any such assets such that the Company or such Subsidiary have no further liability and (y) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision and the definition of Net Cash Proceeds, and the Agent promptly shall obtain a first priority security interest in any non cash consideration for any Asset Sale.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 5.2(g) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date in any consecutive twelve month period shall be less than 4010% percent of the such aggregate book value of the Consolidated Total Assets total assets of the Company and its Subsidiaries as of the end beginning of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding twelve month period ending with the date of any such transactionsale, lease, license, transfer, assignment or other disposition, and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, each of the following shall be permitted and shall be excluded in determining the amount allowed to be sold or otherwise disposed of pursuant to the first sentence of this Section 5.2(g), (i) any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any Domestic Subsidiary, (ii) the Company may sell, lease, transfer or otherwise dispose of its assets to a Guarantor, and (iii) the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of its assets in excess of the limitation set forth above so long as the proceeds of such sale are used (x) to purchase or committed to purchase other property of a similar nature of at least equivalent value within six (6) months of such sale or (y) to prepay the Advances (and to permanently reduce the Commitments by a like amount).

Disposition of Assets; Etc. The Borrower will permanently reduce the Commitments by the amount of such payments, (iv) transfers of assets, including without limitation Capital Stock, between Guarantors or between the Company and Guarantors or between Subsidiaries which are not Guarantors or from a Subsidiary which is not a Guarantor to a Guarantor or the Company, it being understood that for purposes of this clause (iv) a Guarantor shall include any Subsidiary which becomes a Guarantor immediately after such transfer, (v) any investment, loan or advance permitted by Section 5.2(j) or (vi) such transfer of assets as pursuant to a dividend or redemption permitted by Section 5.2(i); provided, however, in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions (an "Asset Sale") the Company shall not, and will shall not permit any of its Subsidiaries to, sellconsummate an Asset Sale unless (A) except for transfers under clause (iv), lease(v) or (vi) above, licensethe Company (or the Subsidiary, transferas the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of the assets and (B) except for transfers under clause (iv), assign (v) or otherwise dispose (vi) above, at least 80% of any of its business, assets, rights, revenues the consideration therefor received by the Company or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold such Subsidiary is in the ordinary course form of business upon customary credit termscash; provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's' most recent balance sheet), sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower Company or any Subsidiary that is a Guarantor are assumed by the transferee of any such assets such that the Company or such Subsidiary have no further liability and (cy) prohibit any securities, notes or other obligations received by the Company or any such sale, lease, license, transfer, assignment Subsidiary from such transferee that are converted by the Company or other disposition if such Subsidiary into cash (to the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all extent of the businesscash received), assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% deemed to be cash for purposes of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction this provision and the aggregate amount definition of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transactionNet Cash Proceeds, and if immediately after the Agent promptly shall obtain a first priority security interest in any non cash consideration for any Asset Sale by the Company or any Guarantor to the extent such transaction, no Default shall exist or shall have occurred and be continuingconsideration consists of collateral described in Section 2.11.

Disposition of Assets; Etc. The Borrower will notSell, and will not lease, assign, transfer or otherwise dispose of, or permit any of its Subsidiaries to, to sell, lease, licenseassign, transfer, assign transfer or otherwise dispose of of, any of its now owned or hereafter acquired assets (including without limitation, shares of stock and indebtedness of such Subsidiaries, receivables and leasehold interests) to any Person, except: (i) the sale of inventory in the ordinary course of business; (ii) the sale or other disposition of assets or lines of business which are, assetsin the judgment of the Borrower, rightsnonessential, revenues provided that the fair market value of assets in a single transaction does not exceed $7,500,000 and the fair market value of assets in all such transactions does not exceed $7,500,000 for any fiscal year; (iii) the sale or propertyother disposition of assets by the Borrower or any Subsidiary to any Subsidiary, realprovided that, personal in the case of this clause (iii), (a) solely if the transferee is a Domestic Subsidiary, the security interests granted pursuant to the applicable Collateral Documents in the assets so transferred shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer) and (b) any sale or mixedother disposition of assets by the Borrower or any Domestic Subsidiary to a Foreign Subsidiary shall not exceed $7,500,000 in the aggregate during the term of this Agreement, tangible provided, further, that such limitation shall not apply to assets being transferred from one Foreign Subsidiary to another Foreign Subsidiary in connection with the Borrower's manufacturing optimization program; (iv) the sale or intangible, whether in one other disposition of assets by any consolidated Subsidiary and Subsidiary Guarantor to another consolidated Subsidiary and Subsidiary Guarantor or a series by any consolidated Subsidiary and Subsidiary Guarantor to the Borrower; (v) the sale or other disposition of transactions, other than inventory sold any obsolete manufacturing equipment disposed of in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, (vi) the lapse of intellectual property of Permitted Sales; provided that the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets transactions permitted by the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not foregoing clauses (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000ii), (bv) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (cvi) prohibit any such sale, lease, license, transfer, assignment or other disposition shall only be permitted if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortizationx) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, transaction no Default or Unmatured Default shall exist or shall have occurred and be continuingcontinuing and (y) at least 80% of the proceeds from such transactions constitute cash or Cash Equivalents.

Disposition of Assets; Etc. The Revolving Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Revolving Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Revolving Borrower or any Subsidiary to the Revolving Borrower or any Subsidiary that is a Guarantor Subsidiary, (c) prohibit any transaction permitted by Section 6.03 and (cd) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year Fiscal Year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date Date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Revolving Borrower and its Subsidiaries for the fiscal year Fiscal Year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of any material portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 5.2(f) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40(i) in any fiscal year of the Company, 10% of the such aggregate book value of the Consolidated Total Assets total assets of the Company and its Restricted Subsidiaries as of the end of the fiscal year immediately preceding such transaction fiscal year, and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of (ii) cumulatively after the Effective date hereof, 25% of such aggregate book value of the Consolidated total assets of the Company and on or its Restricted Subsidiaries as of the end of the most recent fiscal quarter ending prior to such transaction the date shall be responsible for less than 40% hereof, and if, in the case of each of the consolidated net sales or net income of the Borrower foregoing clauses (i) and its Subsidiaries for the fiscal year immediately preceding the date of such transaction(ii), and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, (x) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any Guarantor, (y) the Company or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of its fixed assets in excess of the limitation set forth above so long as such sale is not all or substantially all of its fixed assets and the proceeds of such sale are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale or (z) the Company or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of its assets in excess of the limitation set forth above so long as the proceeds of such sale are used to prepay Advances and permanently reduce the Commitments by such amount, provided, further, that for purposes of this Section 5.2(f), the sale or transfer by the A/R Subsidiary of Sale Receivables pursuant to Permitted A/R Sale Transactions shall not be deemed to be asset transfers, to the extent that net collections from such Sale Receivables are used by the purchaser thereof to acquire additional Sale Receivables from the A/R Subsidiary under one or more subsequent Permitted A/R Sale Transactions, and such net collections are in fact so used within six months after purchaser's receipt thereof.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, the sale of accounts receivable in connection with the factoring of accounts receivable in the ordinary course of business of Foreign Subsidiaries which are not Canadian Subsidiaries on customary terms and conditions and otherwise allowed pursuant hereto and sales of scrap or obsolete material or equipmentequipment which are not material in the aggregate, the lapse of intellectual property and shall not permit or suffer any Restricted Subsidiary or OPI to do any of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, foregoing; provided, however, that this Section 6.09 5.2(h) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate consolidated book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise of the Company and its Restricted Subsidiaries disposed of in any consecutive twelve-month period shall be less than 10% of the consolidated book value of the assets of the Company and its Restricted Subsidiaries as of the beginning of such twelve month period and the aggregate book value of all assets disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 4025% of the consolidated net sales or net income book value of assets of the Borrower Company and its Restricted Subsidiaries for at the fiscal year immediately preceding the date time of any such transactiondisposition and if, and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) sales as to which proceeds are used within 180 days (or 360 days if such sale involves the Planned Asset Sales) to purchase or construct assets of at least equivalent value to those sold, provided that the Company and its Subsidiaries may not sell a substantial portion of their assets pursuant to this clause (ii), (iii) transfers of assets from any Subsidiary to the Company or a Guarantor which is a Wholly Owned Subsidiary, (iv) any transfer of assets to the Mexican Subsidiaries to the extent permitted by Section 5.2(l)(v), and (v) any transfer of all of the Capital Stock of the French Acquisition Company owned by OASP I and OASP II to the Dutch Holding Company in exchange for 100% of the Capital Stock of the Dutch Holding Company and otherwise in conformance with all of the terms of this Agreement; provided, however, in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions under this Section 5.2(h) (an "Asset Sale") the Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, other than pursuant to clauses (iii), (iv) or (v) of this Section 5.2(h), unless (A) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of the assets and (B) at least 75% of the consideration therefor received by the Company or such Subsidiary is in the form of cash, provided that cash equivalents and the assumption of Indebtedness of the Company or any Guarantor and the unconditional release of the Company or such Guarantor from such Indebtedness in connection with such Asset Sale, in each case acceptable to the Agent, shall be considered cash for purposes of this Section 5.2(h); provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet), of the Company or any Subsidiary that are assumed by the transferee of any such assets such that the Company or such Subsidiary have no further liability and (y) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision and the definition of Net Cash Proceeds, and the Agent promptly shall obtain a first priority security interest in any non cash consideration for any Asset Sale.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, transactions (other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment), without first offering to the lapse of intellectual property of Creditor in writing the Borrower or any of its Subsidiaries that is no longer useful or material opportunity to their business and sales of fixed assets enter into such transaction on the proceeds of same terms as have been presented to the Borrower, which are used to purchase other property of a similar nature of at least equivalent value within 180 offer shall expire 30 days of after the date on which the Creditor receives such saleoffer, provided, however, that this Section 6.09 section shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all the business, assets, rights, revenues and property involved in the transaction or series of the transactions, together with such aggregate book value of all other business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned transferred or otherwise disposed of after by the Effective Date Borrower and on or prior to such transaction date shall be its subsidiaries in the same fiscal year constitutes less than 4010% of the aggregate book value of the Consolidated Total Assets consolidated total tangible assets of the Borrower and its subsidiaries as of the end of the preceding fiscal year immediately preceding such transaction and of the Borrower and, together with the aggregate amount book value of businessesall other business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned transferred or otherwise disposed of after by the Effective Borrower and its subsidiaries during the entire period subsequent to the date and on or prior to such transaction date shall be responsible for of this Note constitutes less than 4025% of the aggregate book value of consolidated net sales or net income total tangible assets of the Borrower and its Subsidiaries for the fiscal year immediately preceding subsidiaries as of the date of such transactionthis Note, and if if, immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing.

Disposition of Assets; Etc. The Borrower Company will not, and will not permit any of its Subsidiaries to, Subsidiary to sell, lease, license, transfer, assign or otherwise dispose of any all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 (S)5.11(b) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date of this Agreement shall be less than 4010% of the such aggregate book value of the Consolidated Total Assets total assets of the Company and its Subsidiaries as of the end of the most recently ended fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transactionyear, and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, (1) any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any other Substantially-owned Subsidiary, and (2) the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of its assets in excess of the limitation set forth above so long as the proceeds of such sale are used to purchase or committed to purchase other property of a similar nature of at least equivalent value within twelve (12) months of such sale. Notwithstanding the foregoing or anything else in this Agreement to the contrary, any sale of assets contemplated by the Repositioning shall be permitted, and 100% of the proceeds of all liquidation of assets pursuant to the Repositioning shall be used to prepay Indebtedness outstanding under the Credit Agreement.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of any all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 5.2(G) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of (excluding the value of any Capital Stock of U.S. Beverage Company disposed of) after the Effective Date and on or prior to such transaction date of this Agreement shall be less than 40% three percent (3%) of the such aggregate book value of the Consolidated Total Assets as total assets of the end Company or such Restricted Subsidiary, as the case may be, or (ii) with respect to a Restricted Subsidiary at least seventy-five percent (75%) of the fiscal year consideration therefor received by such Restricted Subsidiary is either cash or the assumption of liabilities that are assumed by the transferee of any such assets pursuant to a novation agreement that releases the Restricted Subsidiary from further liability, and the cash proceeds are paid to the Company in reduction of such Restricted Subsidiary’s Indebtedness to the Company; and (iii) in the case of both (i) and (ii) above, immediately preceding before and after such transaction and the aggregate amount no Default or Event of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing. Notwithstanding the above, the Company or any of its Subsidiaries may (a) sell the Capital Stock of U.S. Beverage Company; (b) transfer its assets primarily used in its U.S. Beverage division to USB-LLC, (c) sell beer franchises, brand labels and distribution rights, and its ownership rights, trademarks, trademark registrations, brand names and other rights with respect to its rectified products, for fair market value including cash royalty payments or cash payments over time and (d) sell the Capital Stock of any of Commonwealth Wine & Spirits, LLC, Goose Island Beer Co. and Extreme Beverage Company, LLC.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, the sale of accounts receivable in connection with the factoring of accounts receivable in the ordinary course of business of Foreign Subsidiaries which are not Canadian Subsidiaries on customary terms and conditions and otherwise allowed pursuant hereto and sales of scrap or obsolete material or equipmentequipment which are not material in the aggregate, the lapse of intellectual property and shall not permit or suffer any Restricted Subsidiary, Mexican Subsidiary or OPI to do any of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, foregoing; provided, however, that this Section 6.09 5.2(h) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate consolidated book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise of the Company and its Restricted Subsidiaries disposed of in any consecutive twelve-month period shall be less than 10% of the consolidated book value of the assets of the Company and its Restricted Subsidiaries as of the beginning of such twelve month period and the aggregate book value of all assets disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 4025% of the consolidated net sales or net income book value of assets of the Borrower Company and its Restricted Subsidiaries for at the fiscal year time of any such disposition and if, immediately preceding the date of after such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.no

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries toExcept for the transactions described on Schedule 5.2(i), sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, equipment which are not material in the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business aggregate and sales of fixed assets described on Schedule 5.2(i), and shall not permit or suffer any Subsidiary to do any of the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, foregoing; provided, however, that this Section 6.09 5.2(i) shall not prohibit (ai) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date of this Agreement shall be less than 40% of not constitute a Substantial Portion in the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businessesif, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) sales of assets in the ordinary course of business as to which proceeds are used or contractually committed to be used within 180 days to purchase assets of at least equivalent value to those sold, (iii) sales as to which proceeds are used to make optional prepayments on the Revolving Credit Advances, provided that such prepayments on the Revolving Credit Advances also permanently reduce the Revolving Credit Commitments by the amount of such payments, (iv) transfers of assets, including without limitation Capital Stock, between Guarantors or between the Company and Guarantors or between Subsidiaries which are not Guarantors or from a Subsidiary which is not a Guarantor to a Guarantor or the Company, it being understood that for purposes of this clause (iv) a Guarantor shall include any Subsidiary which becomes a Guarantor immediately after such transfer, (v) any investment, loan or advance permitted by Section 5.2(l), (vi) the disposition of Cash Equivalents in the ordinary course of business, (vii) the disposition of assets pursuant to a Permitted Securitization Transaction or Factoring permitted by Section 5.2(f) or (viii) such transfer of assets as pursuant to a dividend or redemption permitted by Section 5.2(k); provided, however, in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions (an "Asset Sale") the Company shall not, and shall not permit any of its Subsidiaries to, consummate an Asset Sale unless (A) except for transfers under clause (iv), (v) or (vi) above, the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (and if such sale if of a material amount of assets, such fair market value shall be evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of the assets and (B) except for transfers under clause (iv), (v) or (vi) above, at least 80% of the consideration therefor received by the Company or such Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any Subsidiary that are assumed by the transferee of any such assets such that the Company or such Subsidiary have no further liability and (y) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision and the definition of Net Cash Proceeds, and the Agent promptly shall obtain a first priority security interest in any non cash consideration for any Asset Sale by the Company or any Guarantor to the extent such consideration consists of collateral described in Section 2.10.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 5.2(g) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date of this Agreement shall be less than 4010% percent of the such aggregate book value of the Consolidated Total Assets total assets of the Company and its Subsidiaries as of the end of the most recently ended fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transactionyear, and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, (i) any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any Domestic Subsidiary, (ii) the Company may sell, lease, transfer or otherwise dispose of its assets to a Guarantor, and (iii) the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of its assets in excess of the limitation set forth above so long as the proceeds of such sale are used (x) to purchase or committed to purchase other property of a similar nature of at least equivalent value within six (6) months of such sale or (y) to prepay, on a pro rata basis based on the outstanding principal amount thereof, the Advances (and to permanently reduce the Commitments by a like amount) and the Senior Notes (if the holders of the Senior Notes have waived any make whole or prepayment premium in connection with such prepayment, and the Company represents that such holders have waived any such make whole or prepayment premium), provided that if the holders of the Senior Notes decline any such prepayment or portion thereof then the amount of such prepayment allocable to the Senior Notes shall be applied to the Advances.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipmentequipment which are not material in the aggregate, the lapse of intellectual property and shall not permit or suffer any Subsidiary to do any of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, foregoing; provided, however, that this Section 6.09 5.2(g) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and of this Agreement (other than in reliance on or prior to such transaction date clauses (ii) through (vi) below) shall be less than 4010% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year at such time and if, immediately preceding such transaction before and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) sales of equipment as to which proceeds are used within 180 days to purchase equipment of at least equivalent value to those sold and if, immediately after such transaction, no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (iii) sales as to which proceeds are used to make optional prepayments on Advances, provided that such prepayments on the Advances shall also permanently reduce the Commitments by the amount of such payments, (iv) transfers of assets, including without limitation Capital Stock, between Guarantors or between the Company and Guarantors, or (v) investments which consist of transfers of assets instead of cash and which are permitted by Section 5.2(j) or (vi) such transfer of assets as pursuant to a loan or advance permitted pursuant to Section 5.2(j); provided, however, in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions (each an "Asset Sale") described in clauses (i)-(iv) the Company shall not, and shall not permit any of its Subsidiaries to, consummate an Asset Sale unless (A) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of the assets and (B) at least 80% of the consideration therefor received by the Company or such Subsidiary is in the form of cash; provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any Subsidiary that are assumed by the transferee of any such assets such that the Company or such Subsidiary have no further liability and (y) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision and the definition of Net Cash Proceeds, and the Agent promptly shall obtain a first priority security interest in any non cash consideration for any Asset Sale.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of all or any portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, the sale of accounts receivable in connection with the factoring of accounts receivable in the ordinary course of business of Foreign Subsidiaries which are not Canadian Subsidiaries on customary terms and conditions and otherwise allowed pursuant hereto and sales of scrap or obsolete material or equipmentequipment which are not material in the aggregate, the lapse of intellectual property and shall not permit or suffer any Restricted Subsidiary or OPI to do any of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, foregoing; provided, however, that this Section 6.09 5.2(h) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if (i) the aggregate consolidated book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise of the Company and its Restricted Subsidiaries disposed of in any consecutive twelve-month period shall be less than 10% of the consolidated book value of the assets of the Company and its Restricted Subsidiaries as of the beginning of such twelve month period and the aggregate book value of all assets disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 4025% of the consolidated net sales or net income book value of assets of the Borrower Company and its Restricted Subsidiaries for at the fiscal year immediately preceding the date time of any such transactiondisposition and if, and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) sales as to which proceeds are used within 180 days (or 360 days if such sale involves the Planned Asset Sales) to purchase or construct assets of at least equivalent value to those sold, (iii) transfers of assets from any Subsidiary to the Company or a Guarantor which is a Wholly Owned Subsidiary, (iv) any transfer of assets to the Mexican Subsidiaries to the extent permitted by Section 5.2(l)(v), and (v) any transfer of all of the Capital Stock of the French Acquisition Company owned by OASP I and OASP II to the Dutch Holding Company in exchange for 100% of the Capital Stock of the Dutch Holding Company and otherwise in conformance with all of the terms of this Agreement; provided, however, in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions under this Section 5.2(h) (an "Asset Sale") the Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, other than pursuant to clauses (iii), (iv) or (v) of this Section 5.2(h), unless (A) the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of the assets and (B) at least 75% of the consideration therefor received by the Company or such Subsidiary is in the form of cash, provided that cash equivalents and the assumption of Indebtedness of the Company or any Guarantor and the unconditional release of the Company or such Guarantor from such Indebtedness in connection with such Asset Sale, in each case acceptable to the Agent, shall be considered cash for purposes of this Section 5.2(h); provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet), of the Company or any Subsidiary that are assumed by the transferee of any such assets such that the Company or such Subsidiary have no further liability and (y) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision and the definition of Net Cash Proceeds, and the Agent promptly shall obtain a first priority security interest in any non cash consideration for any Asset Sale.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to a Permitted Securitization Transactions if Transaction allowed by the aggregate outstanding principal amount terms of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000this Agreement, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Domestic Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if in any Fiscal Year of the Borrower, the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 4010% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction Fiscal Year and the aggregate amount of businessesbusiness, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 4010% of the consolidated net sales or and net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transactionFiscal Year, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of any material portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 5.2(f) shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date of this Agreement shall be less than 4010% of the such aggregate book value of the Consolidated Total Assets total assets of the Company and its Subsidiaries as of the end of the most recently ended fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transactionyear, and if immediately after any such transaction, no Default or Event of Default shall exist or shall have occurred and be continuing. Notwithstanding the foregoing, (i) any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to the Company or any Guarantor, (ii) the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of its fixed assets in excess of the limitation set forth above so long as such sale is not all or substantially all of its fixed assets and the proceeds of such sale are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale or (iii) the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of its assets in excess of the limitation set forth above so long as the proceeds of such sale are used to prepay Advances and permanently reduce the Commitments by such amount.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries to, sellSell, lease, license, transfer, assign or otherwise dispose of any all or a substantial portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than (i) inventory sold in the ordinary course of business upon customary credit terms, terms and sales of scrap or obsolete material or equipment, (ii) the lapse of intellectual property sale of the Borrower Sale Properties (as defined in Section 5.1(f)(v)) prior to June 30, 2003, either outright or pursuant to sale/leaseback transactions on terms and conditions satisfactory to the Bank, (iii) the sale by the Company in any fiscal year of up to ten (10) childcare centers owned by it; provided that, if any such center is subject to a Mortgage in favor of the Bank, the Company shall first have obtained the prior written consent of the Bank, which consent may be subject to such conditions as the Bank may require in its Subsidiaries sole discretion, and (iv) the exchange of the Canton Property for the Sterling Heights Property and the subsequent sale of the Sterling Heights Property by not later than April 2, 2004, all in accordance with Section 5.1(f)(vi); provided that the Company shall apply the net proceeds of such sale in an amount not less than $650,000 as follows: either (A) if the sale of the Sterling Heights Property is no longer useful consummated by December 31, 2003 and the Company has received such net proceeds, then not later than December 31, 2003 the Company may use a portion of such net proceeds not to exceed $135,000 to pay the accrued and unpaid interest on the Subordinated Debt described in Section 5.2(e)(iii) (the “Rights Offering Sub Debt”) due December 31, 2003 and the Company immediately shall use the remainder of such net proceeds to prepay the Loans under this Agreement, with the Commitment thereafter to be deemed permanently reduced by the amount equal to the total amount of interest on the Rights Offering Sub Debt paid at any time from the Fifth Amendment Date through December 31, 2003 (notwithstanding any failure to comply with the requirements of Section 2.2 in connection with such reduction of the Commitment), or material to their business and sales (B) if the sale of fixed assets the Sterling Heights Property is not consummated by December 31, 2003 or none of the proceeds of which such sale are used to purchase other property of a similar nature of at least equivalent value within 180 days pay interest on the Rights Offering Sub Debt in accordance with clause (A) above, then the Company immediately shall use the entire amount of such sale, provided, however, that net proceeds to prepay the Loans under this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuingAgreement.

Disposition of Assets; Etc. The Borrower will not, and will not permit any of its Subsidiaries toExcept for the transactions described on Schedule 5.2(i), sell, lease, license, transfer, assign or otherwise dispose of all or any material portion of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, equipment which are not material in the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business aggregate and sales of fixed assets described on Schedule 5.2(i), and shall not permit or suffer any Subsidiary to do any of the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, foregoing; provided, however, that this Section 6.09 5.2(i) shall not prohibit (ai) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date of this Agreement shall be less than 40% of not constitute a Substantial Portion in the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businessesif, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Unmatured Event or Event of Default shall exist or shall have occurred and be continuing, (ii) sales of assets in the ordinary course of business as to which proceeds are used or contractually committed to be used within 180 days to purchase assets of at least equivalent value to those sold, (iii) sales as to which proceeds are used to make optional prepayments on the Revolving Credit Advances, provided that such prepayments on the Revolving Credit Advances also permanently reduce the Revolving Credit Commitments by the amount of such payments, (iv) transfers of assets, including without limitation Capital Stock, between Guarantors or between the Company and Guarantors or between Subsidiaries which are not Guarantors or from a Subsidiary which is not a Guarantor to a Guarantor or the Company, it being understood that for purposes of this clause (iv) a Guarantor shall include any Subsidiary which becomes a Guarantor immediately after such transfer, (v) any investment, loan or advance permitted by Section 5.2(l), (vi) the disposition of Cash Equivalents in the ordinary course of business, (vii) the disposition of assets pursuant to a Permitted Securitization Transaction or Factoring permitted by Section 5.2(f) or (viii) such transfer of assets as pursuant to a dividend or redemption permitted by Section 5.2(k); provided, however, in the case of any of the foregoing permitted sales, leases, licenses, transfers, assignments or other dispositions (an "Asset Sale") the Company shall not, and shall not permit any of its Subsidiaries to, consummate an Asset Sale unless (A) except for transfers under clause (iv), (v) or (vi) above, the Company (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an officer's certificate delivered to the Agent) of the assets and (B) except for transfers under clause (iv), (v) or (vi) above, at least 80% of the consideration therefor received by the Company or such Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's' most recent balance sheet) of the Company or any Subsidiary that are assumed by the transferee of any such assets such that the Company or such Subsidiary have no further liability and (y) any securities, notes or other obligations received by the Company or any such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision and the definition of Net Cash Proceeds, and the Agent promptly shall obtain a first priority security interest in any non cash consideration for any Asset Sale by the Company or any Guarantor to the extent such consideration consists of collateral described in Section 2.11.