Common use of Permitted Asset Disposition Clause in Contracts

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a Dominion Account, an Asset Disposition by a Borrower that is: (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $5,000,000 or less; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a sale or grant of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business; (e) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s default; (f) leases, sales or other dispositions of Property (other than any Revolver Priority Collateral) that, in the aggregate during any Fiscal Year, do not exceed more than 5% of Consolidated Tangible Assets; (g) a disposition of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; (h) a transfer of Property by a Borrower to another Borrower; or (i) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (iia) as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all as any Net Proceeds are remitted to a Dominion AccountAccount in accordance with this Agreement, an Asset Disposition by a Borrower that is: is (ai) a sale of Inventory in the Ordinary Course of Business; (bii) a disposition of Equipment in connection with Borrower’s relocation to new office space in California during the first Loan Year; or (iii) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $5,000,000 200,000 or less; and (cb) as long as no Default or Event of Default exists and any Net Proceeds are remitted to a Dominion Account in accordance with this Agreement, an Asset Disposition that is (i) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (dii) a sale disposition or grant transfer of nonsurplus, obsolete or worn-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Businessout Equipment; (eiii) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could would not reasonably be expected to have a Material Adverse Effect and does not result from a Borroweran Obligor’s default; (fiv) leases, sales or other dispositions the disposition of Intellectual Property (other than any Revolver Priority Collateralincluding domain names) thatto the extent not material to the business of the Obligors; (v) the licensing of Intellectual Property rights on a non-exclusive basis in the Ordinary Course of Business; (vi) the sale or discount, in each case without recourse, of Accounts (not constituting Eligible Accounts) in the aggregate during any Fiscal YearOrdinary Course of Business, do not exceed more than 5% of Consolidated Tangible Assetsbut only in connection with the compromise or collection thereof; (gvii) the leasing or subleasing of assets of any Obligor in the Ordinary Course of Business; (viii) a transfer of assets to an Obligor or to any Subsidiary of an Obligor; (ix) a disposition of Property other assets with proceeds in an amount not to exceed $500,000 in the aggregate after the Closing Date; and (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; (h) a transfer of Property by a Borrower to another Borrower; or (ix) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, as all Net Proceeds are remitted to a Dominion AccountAgent to the extent required by Section 5.4.2 or Section 5.4.3, an Asset Disposition by a Borrower that isas applicable: (a) an Asset Disposition that is a sale or disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) a disposition Asset Dispositions in any Fiscal Year of Equipment that, in the having an aggregate during any 12 month period, has a fair market or book value (whichever is moregreater) of $5,000,000 250,000 or less; (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a sale or grant so long as no Event of non-exclusive licenses of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property entered into rights) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could Business and would not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s defaultEffect; (f) leases, sales or other dispositions an Asset Disposition that is a disposition of Property (other than any Revolver Priority Collateral) that, in the aggregate during any Fiscal Year, do not exceed more than 5% of Consolidated Tangible Assetsbetween and among Obligors; (g) licensing, on a disposition non-exclusive basis, of Intellectual Property (other than any Revolver Priority Collateral) that is exchanged for credit against in the purchase price Ordinary Course of similar replacement propertyBusiness; (h) a transfer the leasing, occupancy agreements or sub-leasing of Property by a property in the Ordinary Course of Business and which do not materially interfere with the business of Borrower to another Borroweror its Subsidiaries; or (i) so long as no Event of Default has occurred and is continuing, the sale or discount, in each case without recourse and in the Ordinary Course of Business, of overdue accounts receivable arising in the Ordinary Course of Business, to the extent that such overdue accounts receivable are not Eligible Accounts; (j) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; (k) dispositions of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation or eminent proceedings or sale, including by way of a like-kind exchange under Section 1031 of the Code, of a vineyard; (l) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; (m) subject to Section 14.1, approved in writing by Agent and Required Lenders.; (n) so long as no Event of Default has occurred and is continuing, an Asset Disposition of any Primary Term Loan Collateral constituting Real Estate; provided, that the aggregate original appraised “as-is” fair market value (which was used to determine the Term Loan Formula Amount) of all such Real Estate sold under this clause

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) as no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) onlyat any time a Cash Dominion Period exists, all Net Proceeds are remitted to a Dominion AccountAgent, an Asset Disposition by a Borrower that is: is (ai) a sale of Inventory in the Ordinary Course of Business; (bii) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or net book value (whichever is more) of $5,000,000 750,000 or less; (ciii) a disposition of Inventory that is obsolete, surplus, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (div) a sale or grant of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business[reserved]; (ev) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borroweran Obligor’s default; (fvi) leasesthe disposition of accounts receivable in connection with the collection or compromise thereof; (vii) non-exclusive licenses, sales sublicenses, leases or subleases of Intellectual Property granted to others in the Ordinary Course of Business or not interfering in any material respect with the business of the Borrower or any Subsidiary; (viii) the sale or disposition of Cash Equivalents for fair market value in the ordinary course of business; (ix) the abandonment or other disposition of Intellectual Property, whether now or hereafter owned or leased or acquired, that is, in the reasonable business judgment of the Borrower, no longer economically practicable or commercially desirable to maintain or used or useful in the business of the Borrower and the Subsidiaries; (x) solely to the extent not otherwise permitted hereunder, sales, transfers and other dispositions permitted by Section 10.2.9; (xi) sales, transfers or other dispositions of Property (other than any Revolver Priority Collateral) thatInvestments to the extent not a Restricted Investment in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in the aggregate during any Fiscal Year, do not exceed more than 5% of Consolidated Tangible Assets; (g) a disposition of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of joint venture arrangements and similar replacement property; (h) a transfer of Property by a Borrower to another Borrowerbinding agreements; or (ixii) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a Dominion Account, an Asset Disposition by a Borrower that is: (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $5,000,000 or less; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a sale or grant of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business; (e) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s default; (f) leases, sales or other dispositions of Property (other than any Revolver Priority Collateral) that, in the aggregate during any Fiscal Year, do has a book value of $5,000,000 or lessdo not exceed more than 5% of Consolidated Tangible Assets; (g) a disposition of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; (h) a transfer of Property by a Borrower to another Borrower; or (i) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, as all Net Proceeds are remitted to a Dominion Account, an Asset Disposition Agent to the extent required by a Borrower that isSection 5.4.2: (a) an Asset Disposition that is a sale or disposition of Cash Equivalents or Inventory in the Ordinary Course of Business; provided, however, that if an Event of Default exists, then no Asset Disposition shall occur under this clause (a) following written notice from Agent to Borrower Agent to discontinue such Asset Dispositions; (b) an Asset Disposition that is a disposition of Equipment that, in the aggregate during any 12 month periodFiscal Year, has a fair market or book value (whichever is moregreater) of $5,000,000 1,000,000 or less; (c) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a sale or grant so long as no Event of non-exclusive licenses of Default has occurred and is continuing, an Asset Disposition other than Inventory (including, but not limited to, Intellectual Property entered into rights) that is no longer necessary, used or useful for such Obligor’s business in the Ordinary Course of Business; (e) so long as no Event of Default has occurred and is continuing, an Asset Disposition that is a termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could Business and would not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s defaultEffect; (f) leases, sales or other dispositions an Asset Disposition that is a disposition of Property (other than any Revolver Priority Collateral) that, in the aggregate during any Fiscal Year, do not exceed more than 5% of Consolidated Tangible Assetsbetween and among Obligors; (g) licensing, on a disposition non-exclusive basis, of Intellectual Property (other than any Revolver Priority Collateral) that is exchanged for credit against in the purchase price Ordinary Course of similar replacement propertyBusiness; (h) the leasing, occupancy agreements or sub-leasing of property in the Ordinary Course of Business and which do not materially interfere with the business of Borrower or its Subsidiaries; (i) the sale or discount, in each case without recourse and in the Ordinary Course of Business, of overdue accounts receivable arising in the Ordinary Course of Business, to the extent that such overdue accounts receivable are not Eligible Accounts; (j) casualty events with respect to any Obligor’s tangible Property so long as fully insured as required under this Agreement; (k) dispositions of any Obligor’s Real Estate and any improvements thereon arising in connection with any condemnation or eminent proceedings or sale, including by way of a transfer like-kind exchange under Section 1031 of Property by the Code, of a Borrower to another Borrowervineyard; or (il) dispositions in the Ordinary Course of Business from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; or (m) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) as no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a deposited into the Dominion Account, an Asset Disposition by a Borrower that is: is (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $5,000,000 3,000,000 or less; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a sale or grant of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business; (e) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borroweran Obligor’s default; (e) the Disclosed Sale; (f) leasesto the extent constituting an Asset Disposition, sales or other dispositions of Property (other than any Revolver Priority Collateral) that, in the aggregate during any Fiscal Year, do investments not exceed more than 5% of Consolidated Tangible Assetsprohibited under Section 10.2 hereof; (g) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrowers and their Subsidiaries and which could not reasonably be expected to have a disposition of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; Material Adverse Effect, (h) a transfer sales or dispositions of Property by a Borrower to another Borrowercash and Cash Equivalents in the Ordinary Course of Business; or (i) abandonment of Intellectual Property of the Borrowers and their Subsidiaries that is immaterial, unnecessary or no longer used in the Ordinary Course of Business, the abandonment of which Intellectual Property could not reasonably be expected to have a Material Adverse Effect; (j) transfers of assets to US Borrower, or from non-Obligors to non-Obligors or to Obligors; (k) Dispositions of Accounts not constituting Eligible Accounts in the Ordinary Course of Business in connection with the collection or compromise thereof; (l) sale or Disposition of US Borrower’s real Property located at 00000 Xxxxxxx 000X, Xxxxx, Xxxxx for Net Proceeds not less than $1,700,000 (which Net Proceeds shall reduce the Real Estate Formula Amount as set forth in the definition of such term); and (m) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) as no Default or Event of Default exists (provided thatand, in the case of clauses (a) and (c) only, such Asset Dispositions will continue if so required pursuant to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) onlySection 5.2, all Net Proceeds are remitted to a Dominion AccountAgent, an Asset Disposition by a Borrower that is: is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment that, in so long as (x) the aggregate during any 12 month period, Equipment subject to such disposition has a fair market or book value (whichever is more) of $5,000,000 500,000 or less and (y) all Equipment disposed of pursuant to this clause (b) in the aggregate during any fiscal year of the Parent has a fair market or book value (whichever is more) of $3,000,000 or less; , (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; , (d) a the licensing of intellectual property to third Persons on reasonable and customary terms in the ordinary course of business consistent with past practice; provided that such licensing does not materially interfere with the business of the Parent or any Obligor, (e) the sale or grant other disposition of non-exclusive licenses Cash Equivalents, (f) dispositions of Intellectual Property accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings, (g) any Permitted Distribution, (h) any Investment which is not a Restricted Investment, (i) the unwinding of any Hedging Agreements, (j) subleases entered into in the ordinary course of business of any Obligor, (k) the disposition of any Real Estate which, pursuant to Section 7.3, is not required to be subject to a Mortgage hereunder, (l) the disposition of any Real Estate which is required to be subject to a Mortgage hereunder, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom, (y) the Obligors receive, at the consummation of such Asset Disposition, gross proceeds, in cash, from such sale in an amount not less than the appraised value of such Real Estate, as set forth in the most recent appraisal provided to the Agent and (z) contemporaneously with the closing of such Asset Disposition, 100% of the cash Net Proceeds therefrom are applied to prepay the Loans, (m) the disposition by Borrower Agent of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC and (n) the disposition by Borrower Agent of 100% of the membership interests in Bonstores Realty Two, LLC to Bonstores Holdings Two, LLC. Permitted Business — any business conducted or proposed to be conducted (as described in that certain offering memorandum, dated March 2, 2006, and relating to the Senior Note Debt) by the Parent and the other Obligors on the Closing Date and other businesses reasonably related or ancillary thereto. Permitted Contingent Obligations — Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (eb) termination arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of a lease of real such Contingent Obligation when extended or personal Property that is not necessary for renewed; (d) incurred in the Ordinary Course of BusinessBusiness with respect to surety, could not reasonably be expected to have a Material Adverse Effect and does not result appeal or performance bonds, or other similar obligations; (e) arising from a Borrower’s defaultcustomary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) leasesarising under the Loan Documents; or (g) in an aggregate amount of $1,000,000 or less at any time. Permitted Distribution — (a) a dividend by the Parent or redemption or repurchase of equity securities of the Parent so long as (i) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to any such payment, sales (ii) Excess Availability on the date of the making of (and after giving effect to) such dividend, redemption or other dispositions repurchase is greater than or equal to $125,000,000, (iii) Excess Cash Flow for the period of Property four fiscal quarters then ended is at least $20,000,000, (other than any Revolver Priority Collateraliv) that, the aggregate amount of such Permitted Distributions shall not in the aggregate exceed fifty percent (50%) Excess Cash Flow for the period of four fiscal quarters then ended, (v) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to the making of such Permitted Distribution) is not less than 1.5:1.0, and (vi) the Borrowers shall have provided the Agent with a certificate not less than then (10) days prior to the making of such Permitted Distribution executed by a Senior Officer, evidencing compliance, after giving effect to such Permitted Distribution, with the requirements set forth in clauses (i), (ii), (iii), (iv) and (v) above, (b) dividends by the Parent or redemptions or repurchases of equity securities of the Parent in an aggregate amount not to exceed (x) $4,000,000 in any fiscal year of the Parent or (y) $15,000,000 during the term of this Agreement, (c) the purchase, repurchase, redemption, acquisition or retirement for value of any Fiscal Yearcapital stock of the Parent upon the exercise of warrants, do options or similar rights if such capital stock constitutes all or a portion of the exercise price or is surrendered in connection with satisfying any federal or state income tax obligation incurred in connection with such exercise; provided that no cash payment in respect of such purchase, repurchase, redemption, acquisition, retirement or exercise shall be made by any Obligor and (d) so long as no Default has occurred and is continuing or would result therefrom, payments to Parent to permit Parent, and which are used by Parent, to redeem equity interests of Parent held by any current or former employee, officer, director or consultant of Parent (or any Obligor) or their respective estates, spouses, former spouses or family members pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired equity interests in any fiscal year will not exceed more than 5% of Consolidated Tangible Assets; (g) a disposition of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; (h) a transfer of Property by a Borrower to another Borrower; or (i) approved in writing by Agent and Required Lenders$3,000,000.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) as no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) onlyat any time a Cash Dominion Period exists, all Net Proceeds are remitted to a Dominion AccountAgent or Term Loan Agent pursuant to the terms of the Intercreditor Agreement, an Asset Disposition by a Borrower that is: is (ai) a sale of Inventory in the Ordinary Course of Business; (bii) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market or net book value (whichever is more) of $5,000,000 750,000 or less; provided, that any such disposition of Equipment is not prohibited by the Term Loan Agreement; (ciii) a disposition of Inventory that is obsolete, surplus, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (div) a sale or grant of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business[reserved]; (ev) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borroweran Obligor’s default; (fvi) leasesthe disposition of accounts receivable in connection with the collection or compromise thereof; (vii) non-exclusive licenses, sales sublicenses, leases or subleases of Intellectual Property granted to others in the Ordinary Course of Business or not interfering in any material respect with the business of the Borrower or any Subsidiary; (viii) the sale or disposition of Cash Equivalents for fair market value in the ordinary course of business; (ix) the abandonment or other disposition of Intellectual Property, whether now or hereafter owned or leased or acquired, that is, in the reasonable business judgment of the Borrower, no longer economically practicable or commercially desirable to maintain or used or useful in the business of the Borrower and the Subsidiaries; (x) solely to the extent not otherwise permitted hereunder, sales, transfers and other dispositions permitted by Section 10.2.9; (xi) sales, transfers or other dispositions of Property (other than any Revolver Priority Collateral) thatInvestments to the extent not a Restricted Investment in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in the aggregate during any Fiscal Year, do not exceed more than 5% of Consolidated Tangible Assets; (g) a disposition of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of joint venture arrangements and similar replacement property; (h) a transfer of Property by a Borrower to another Borrowerbinding agreements; or (ixii) approved in writing by Agent and Required Lenders.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a Dominion Account, an Asset Disposition by a Borrower that is: is (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that, the proceeds of which are re-invested in the Equipment or similar assets or Capital Expenditures within three hundred sixty-five (365) days of such Asset Deposition or any other disposition of Equipment in an aggregate during any 12 month period, has amount not to exceed $5,000,000 (on a fair market or book value (whichever is morebasis) of $5,000,000 or lessin any Fiscal Year; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a sale or grant so long as no Event of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business; (e) Default then exists, termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borroweran Obligor’s default; (fe) leasesso long as no Event of Default then exists, sales a sale or other disposition of an Obligor’s Real Estate so long as the sale price of any such sale or other disposition, when combined with all other permitted dispositions of Property (other than any Revolver Priority Collateral) thatReal Estate, does not exceed $10,000,000 in the aggregate during any Fiscal Year, do not exceed more than 5% of Consolidated Tangible Assetsaggregate; (g) a disposition of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; (hf) a transfer of Property to a Borrower or a Subsidiary Guarantor by a Subsidiary or by a Borrower or a Subsidiary Guarantor to a Subsidiary Guarantor or by a Borrower to another Borrower; (g) non-exclusive licenses of technology and other Intellectual Property; (h) other dispositions expressly authorized by other provisions of the Loan Documents; (i) Consigned Inventory; (j) transfers of Equity Interests in non-Guarantor Subsidiaries; (k) so long as no Event of Default then exists, Permitted Investments; (l) dispositions of Property referred to on Schedule 9.2.10; or (im) approved in writing by Agent and Required Lenders. Permitted Consigned Inventory - Consigned Inventory, (i) the Value of which shall not exceed $60,000,000 in the aggregate at any time, and (ii) which is the subject of a properly filed financing statement under the UCC or the PPSA, as applicable, in favor of a Borrower with respect to such Consigned Inventory; provided that Borrowers may maintain Consigned Inventory, the Value of which shall not exceed $30,000,000 in the aggregate at any time, which does not satisfy the requirement specified in clause (ii) hereof. Permitted Contingent Obligations - Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) incurred to support Debt permitted pursuant to Section 10.2.1; (h) arising under indemnity agreements to title insurers to issue to Agent title insurance policies; (i) arising in connection with guaranties of performance by an Obligor on behalf of JV Europe or SE Holding or its subsidiaries which do not constitute guaranties of Debt; or (j) in an aggregate amount of $25,000,000 or less at any time.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) as no Default or Event of Default exists (provided thator would result therefrom, in the case of clauses (a) and (c) onlyand, such Asset Dispositions will continue if so required pursuant to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) onlySection 5.2, all Net Proceeds are remitted to a Dominion AccountAgent (in accordance with Section 5.2 and the Intercreditor Agreement) for application to the Obligations pursuant to Section 5.5, an Asset Disposition by a Borrower that is: is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment that, so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $575,000 or less and (y) all Equipment disposed of pursuant to this clause (b) in the aggregate during any 12 month period, fiscal year of the Parent has a fair market or book value (whichever is more) of $5,000,000 3,500,000 or less; , (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; , (d) the licensing of Intellectual Property to third Persons on reasonable and customary terms in the ordinary course of business consistent with past practice; provided that such licensing does not materially interfere with the business of the Parent or any other Obligor, (e) the sale or other disposition of Cash Equivalents, (f) dispositions of accounts receivable (other than Credit Card Receivables) in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business or in bankruptcy or similar proceedings (it being understood that customary chargebacks and offsets, discounts, allowances and credits by Credit Card Processors made in the ordinary course of business shall not constitute a disposition of a Credit Card Receivable for the purposes of this clause (f)), (g) any Permitted Distribution, (h) any Investment which is not a Restricted Investment, (i) the unwinding of any Hedging Agreements, (j) subleases entered into in the ordinary course of business of any Obligor, (k) the disposition of any Real Estate which, pursuant to Section 7.3, is not required to be subject to a Mortgage hereunder, (l) the disposition of any Real Estate which is required to be subject to a Mortgage hereunder, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Obligors receive, at the consummation of such Asset Disposition, gross proceeds, in cash, from such sale in an amount not less than 70% of the appraised value of such Real Estate, as set forth in the most recent appraisal provided to the First Lien Agent (and, following the Bank Loan Termination Date, Agent), (m) the disposition by Borrower Agent of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent of 100% of the membership interests in Bonstores Realty Two, LLC to Bonstores Holdings Two, LLC, (o) a Permitted Store Closure, (p) a sale or grant other disposition of non-exclusive licenses any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of Intellectual Property entered into assets acquired in a Permitted Acquisition so long as (i) such disposition is consummated within 180 days after the consummation of such Permitted Acquisition and (ii) such assets do not constitute Inventory or Accounts; and (r) a transfer of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the respective insurer of such property as part of an insurance settlement; provided that clauses (o) through (r) shall only apply after the Restatement Date. Xxxxxxxxx Xxxxxxxx — any business conducted or proposed to be conducted by the Parent and the other Obligors on the Closing Date and other businesses reasonably related or ancillary thereto. Permitted Contingent Obligations — Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (eb) termination arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of a lease of real such Contingent Obligation when extended or personal Property that is not necessary for renewed; (d) incurred in the Ordinary Course of BusinessBusiness with respect to surety, could not reasonably be expected to have a Material Adverse Effect and does not result appeal or performance bonds, or other similar obligations; (e) arising from a Borrower’s defaultcustomary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) leases, sales arising under the Loan Documents; or other dispositions of Property (other than any Revolver Priority Collateral) that, in the aggregate during any Fiscal Year, do not exceed more than 5% of Consolidated Tangible Assets; (g) a disposition in an aggregate amount of Property $1,150,000 or less at any time. Permitted Distribution — prior to the Restatement Date, as defined in the First Lien Loan Agreement as in effect on the date hereof, and on and after the Restatement Date, (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; (ha) a transfer dividend by the Parent or redemption or repurchase of Property by a Borrower to another Borrower; or equity securities of the Parent so long as (i) approved no Default or Event of Default shall have occurred and be continuing or would result after giving effect to any such Distribution, (ii) prior to the Bank Loan Termination Date, Excess Availability on the date of the making of such Distribution on a pro forma basis after giving effect to such Distribution, and projected Excess Availability on a pro forma basis for the upcoming twelve month period (after giving effect to such Distribution) is, in writing each case, greater than or equal to 21% of the lesser of (A) the Tranche A Revolver Commitments, plus the Tranche A-1 Revolver Commitments or (B) the Tranche A Borrowing Base, plus the Tranche A-1 Borrowing Base, (iii) prior to the Bank Loan Termination Date, as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basis, giving effect to the making of such Distribution, and Debt under the First Lien Debt Documents incurred in connection therewith, determined as though such Distribution and Debt under the First Lien Debt Documents had been incurred occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is not less than 1.10 to 1.00 and (iv) the Borrowers shall have provided the Agent with a certificate not less than ten (10) days prior to the making of such Permitted Distribution executed by Agent a Senior Officer, evidencing compliance, after giving effect to such Distribution, with the requirements set forth in clauses (i) through (iii) above (which certificate shall attach supporting projections, information and Required Lenderscalculations with respect to the requirements set forth in clauses (ii) and (iii) above (all based on projections of the financial performance of the Obligors believed to be fair and reasonable at the time made)), (b) dividends by the Parent or redemptions or repurchases of equity securities of the Parent in an aggregate amount not to exceed (x) $5,750,000 in any fiscal year of the Parent or (y) $23,000,000 during the term of this Loan Agreement, (c) the purchase, repurchase, redemption, acquisition or retirement for value of any capital stock of the Parent upon the exercise of warrants, options or similar rights if such capital stock constitutes all or a portion of the exercise price or is surrendered in connection with satisfying any federal or state income tax obligation incurred in connection with such exercise; provided that no cash payment in respect of such purchase, repurchase, redemption, acquisition, retirement or exercise shall be made by any Obligor, (d) so long as no Default has occurred and is continuing or would result therefrom, payments to Parent to permit Parent, and which are used by Parent, to redeem equity interests of Parent held by any current or former employee, officer, director or consultant of Parent (or any other Obligor) or their respective estates, spouses, former spouses or family members pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired equity interests in any fiscal year will not exceed $3,450,000, (e) a repurchase of capital stock deemed to occur upon the cashless exercise of stock options and warrants, and (f) distributions to Parent to enable Parent to pay, and which are used by Parent to pay, customary and reasonable costs and expenses of an offering of securities of Parent so long as the Parent reimburses the applicable Obligor promptly upon the consummation of such offering.

Permitted Asset Disposition. (i) an Asset Disposition by any Obligor other than a Borrower, or (ii) as long as: (x) no Default or Event of Default exists (provided that, in the case of clauses (a) and (c) only, such Asset Dispositions will continue to be permitted unless Agent has given Borrower Agent notice otherwise), and (y) in the case of clauses (a) and (c) only, all Net Proceeds are remitted to a Dominion Account, an Asset Disposition by a Borrower that is: (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment Property that, in the aggregate during any 12 month consecutive Fiscal Month period, has a fair market or book value (whichever is more) of $5,000,000 or less, provided that the Net Proceeds of such disposition are used to acquire Property useful in the business of the Obligors within 180 days (or such longer period as Agent shall consent to in writing) of receipt of such Net Proceeds (or a binding commitment to acquire such Property is entered into within 180 days and such reinvestment is actually made within 360 days, or, in each case, such longer period as Agent shall consent to in writing), and to the extent the Net Proceeds exceed $500,000, Borrower shall have delivered an officer’s certificate within five Business Days of such disposition stating such intent; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable unsaleable in the Ordinary Course of Business and sales, discounts and write-offs of Accounts in the Ordinary Course of Business; (d) a sale or grant of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business; (e) termination of a lease lease, sublease, license, sublicense, use agreement or similar agreement of real or personal Property that is not necessary for the Ordinary Course of Business, which could not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s defaultEffect; (e) the leasing (including subleasing) or licensing (including sublicensing) of Intellectual Property, personal Property or real Property in the Ordinary Course of Business or the abandonment of Intellectual Property in the Ordinary Course of Business; (f) leases, sales or other dispositions of Property (other than any Revolver Priority Collateral) thatobsolete, in the aggregate during any Fiscal Yearuneconomical, do not exceed more than 5% of Consolidated Tangible Assetsnegligible, worn-out or surplus property; (g) a disposition sales of Property (other than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement propertyCash Equivalents and marketable securities; (h) sales, transfers, leases, exchanges and dispositions (1) among the Obligors, (2) from non-Obligors to the Obligors, (4) among non-Obligors, or (5) to the extent constituting a transfer Permitted Foreign Investment, from Obligors or Domestic Subsidiaries to non-Obligor Subsidiaries; (i) granting of Property Permitted Liens; (j) mergers, consolidations, amalgamations, liquidations and dissolutions to the extent permitted by Section 10.2.10; (k) termination of any Hedging Agreement; (l) any disposition of Real Estate to a Governmental Authority as a result of casualty or a condemnation of such Real Estate; (m) issuances of Equity Interests to qualifying directors of Foreign Subsidiaries; (n) the capitalization or forgiveness of Debt owed to it by other Obligors or Subsidiaries if such capitalization or forgiveness is required in order to comply with so-called “thin capitalization” rules; (o) the cancellation, forgiveness, set off or acceptance of prepayments of Debt owed to a Borrower to another Borrowerthe extent not otherwise prohibited by the terms of this Agreement; (p) the UK Restructuring; (q) dispositions set forth on Schedule 10.2.7; (r) sale of accounts receivable and related rights or assets pursuant to any Qualified Receivables Transactions and preliminary intercompany transfers of accounts receivable and related rights or assets in connection therewith; and (is) dispositions approved in writing by Agent and Required Lenders.