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period, has a fair market or book value (whichever is more) of $5,000,000 or less; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (d) a sale or grant of non-exclusive licenses of Intellectual Property entered into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 (ii) so long as long as: (x) no Default or Event of Default exists at the time thereof, any of the following Asset Dispositions: (i) sales of Inventory (and, to the extent permitted under Section 8.3.3, consignments of Inventory) and licenses or leases of Intellectual Property in the Ordinary Course of Business (provided thatthat no such license or lease shall be on an exclusive basis if the Intellectual Property which is the subject thereof is necessary or desirable to enable Agent to sell, in dispose, or complete the case manufacture of, or otherwise exercise its rights with respect to, any Collateral); (ii) sales and dispositions of clauses (a) and (c) onlyEquipment, 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, that is obsolete or no longer used by an Obligor in its business; (iii) Asset Dispositions of business units or lines of business for fair market value (with at least 80% of the proceeds of any such sale or disposition payable to Obligors in cash), so long as (a) the aggregate net book value of all assets subject to such Asset Dispositions during any Loan Year does not exceed fifteen percent (15%) of Consolidated Total Assets as set forth in the most recent financial statements delivered pursuant to Section 10.1.3(i) hereof, and (b) a disposition the aggregate net book value of Equipment all assets subject to such Asset Dispositions from and after the Closing Date does not exceed thirty percent (30%) of Consolidated Total Assets as of December 31, 2005; provided, that, if any of the assets sold or disposed of pursuant to this clause (iii) consist of Accounts or Inventory, then, on the date of such sale or disposition, Borrowers shall prepay the Obligations in an amount at least equal to the aggregate during any 12 month period, has a net book value of such Accounts and Inventory from the net proceeds of such sale or disposition and provide Agent an updated Borrowing Base Certificate giving effect to such sale or disposition; (iv) sales or other dispositions of Fixed Assets for fair market value, provided, that, Aggregate Availability shall be greater than $20,000,000 immediately before and after any such sale or book value (whichever is more) of $5,000,000 or lessdisposition; (cv) transfers by Obligors to their officers of any key-man life insurance policies maintained by any Obligor with respect to such officers as of the Closing Date; (vi) sales or other dispositions of Fixed Assets by Foreign Subsidiaries for fair market value; (vii) transfers of Property to a disposition Borrower by another Obligor or a Subsidiary, (viii) dispositions of Inventory that is not Eligible Inventory because it is obsolete, unmerchantable or otherwise unsalable unsaleable in the Ordinary Course of Business; Business of the Borrower making such disposition, (dix) Asset Dispositions that consist solely of 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 to the Ordinary Course conduct of Businessan Obligor’s business in the ordinary course, could would not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default or failure to perform under such lease, (x) Asset Dispositions that consist of a Borrower’s default; (f) leasesdeposit to secure an obligation to the extent such deposit is permitted under Section 10.2.5, 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 (ixi) approved any other Asset Disposition that has been consented to in writing by Agent and the 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) onlyat any time a Cash Dominion Period exists, all Net Proceeds are remitted to a Dominion AccountAgent or Revolver 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 Asset Dispositions of Equipment thatproperty that does not constitute Term Priority Collateral that is no longer used or useful in the conduct of the business of the Obligors, that in the aggregate during any 12 month period, 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, 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) with prior written notice to the Agent and the Required Lenders, the sale or abandonment of Equipment of an Obligor or any of its Subsidiaries in the Ordinary Course of Business that is not material and is no longer used or useful in the business of any Obligor, is not affixed to or used in connection with any of the Collateral or any of the books and records of such Obligor relating to the Collateral and in the case of abandonment, does not have any material value; provided, that Dispositions of Equipment under this clause (viii) that does not constitute Eligible Equipment shall not exceed $50,000 in the aggregate in any Fiscal Year; (ix) in the case of sales or other Dispositions of assets constituting Eligible Equipment, each of the following conditions is satisfied: (1) the consideration received by such Obligor in respect of the sale or other Asset Disposition of such assets shall be not less than 100% of the Appraised Value of such assets, (2) as of the date of such sale or other Asset Disposition and after giving effect thereto, using the most recent calculation of the Revolver Borrowing Base and Term Loan Borrowing Base prior to the date of any such sale or other Asset Disposition, on a pro forma basis, Availability shall be not less than twenty percent (20%) of the lesser of (A) the Revolver Commitments (as defined in the Revolver Loan Agreement) or (B) the Revolver Borrowing Base (calculated without giving effect to the Term Loan Push Down Reserve), and Agent shall have received an updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate reflecting the Asset Disposition of such assets, and (3) the Net Proceeds from any such sale or other Asset Disposition, shall be applied to the Obligations (subject to the Intercreditor Agreement) to the extent required herein; (x) in the case of proposed sales, other Dispositions, or abandonment of assets constituting Eligible Intellectual Property, (1) Borrower Agent shall have given not less than ten (10) days’ prior written notice to the Agent and the Required Lenders of such proposed sale, other Disposition or abandonment, and (2) Agent or the Required Lenders shall have given Borrower Agent its/their written consent to such sale, other Disposition or abandonment; (xi) the sale or disposition of Cash Equivalents for fair market value in the ordinary course of business; (xii) solely to the extent not otherwise permitted hereunder, sales, transfers and other dispositions permitted by Section 10.2.9; (xiii) 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 (ixiv) 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) 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, 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 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.

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 the Dominion AccountAccount or to the Agent to prepay the Term Loan if required below, 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 (other than those set forth in subsection (e) below), that, in the aggregate during any 12 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 Borroweran Obligor’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; (ge) a disposition of Property any Borrower’s Real Estate and related Equipment affixed thereto in connection with a sale or a sale-leaseback transaction so long as (x) the Net Proceeds received from the sale of (A) any Eligible Real Estate pursuant to such transaction are not less than the liquidation value of such Real Estate, as determined by the most recent appraisal of such Real Estate received by Agent using an appraiser and methodology reasonably acceptable to Agent and (B) any other Real Estate pursuant to such transaction are not less than the amount for which the Borrowers purchased such Real Estate, (y) the Net Proceeds received from the sale of such Eligible Real Estate (less any Revolver Priority Collateralamount applied to repay any Debt secured by a Lien on such Real Estate incurred pursuant to a refinancing of such Eligible Real Estate permitted pursuant to Section. 10.2.1(i) that is exchanged for credit against hereof) shall be applied to prepay the purchase price Term Loan in accordance with Section 5.2.2 hereof (together with any prepayment fee then due, if due, under Section 5.2.3 hereof), and (z) the terms of similar replacement propertysuch transaction are otherwise reasonably acceptable to the Agent; (hii) a transfer Permitted Contract Transfer, (iii) granting of Property by a Borrower Liens (subject to another Borrower; the Intercreditor Agreement) to secure the obligations under the ABL Loan Documents, or (iiv) approved in writing by Agent and Required Lendersthe Lenders (such approval not to be unreasonably withheld, delayed or conditioned).

Permitted Asset Disposition. (ia) 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) 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 of Equipment that, Asset Dispositions in the aggregate during any 12 month period, has Fiscal Year with a fair market or book value (whichever is moregreater) of $5,000,000 2,500,000 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. an Asset Disposition that consists of (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; (bii) a disposition for so long as no Default or Event of Default exists, dispositions of Property (other than Accounts, Inventory, Eligible Equipment thator Eligible Real Estate) which, in the aggregate as to all Borrowers during any 12 consecutive 12-month period, has a fair market value or book value (value, whichever is more) , of $5,000,000 or less; , provided that all Net Disposition Proceeds thereof are remitted to Agent for application to the Obligations, (ciii) a replacements of Equipment that is substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of Inventory the Equipment that is obsoleteto be replaced, unmerchantable or otherwise unsalable the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens and Borrowers shall have given Agent at least 10 days prior written notice of such disposition, (iv) the licensing of Intellectual Property in the Ordinary Course of Business; (dv) sales, transfers, licenses, leases or other dispositions of assets made by a sale Consolidated Group Member to another Consolidated Group Member (other than an Excluded Subsidiary or grant a Restrictive Subsidiary); (vi) transfers or forgiveness of non-exclusive licenses of Intellectual Property entered into Accounts in the Ordinary Course of BusinessBusiness and in connection with the collection or compromise thereof; (evii) termination the abandonment, failure to maintain or renew or cancellation of a lease Intellectual Property of real or personal Property any Consolidated Group Member that is not necessary for the Ordinary Course of Business, could not reasonably be expected material to have a Material Adverse Effect and does not result from a Borrower’s defaultsuch Consolidated Group Member's business in such Consolidated Group Member's reasonable business judgment; (fviii) leasesany sublease, sales sale or other dispositions disposition of Property any Specified Real Estate (ix) for so long as no Default or Event of Default exists, any sale or other disposition of the Piscataway New Jersey site; (x) for so long as no Default or Event of Default exists, any sale of the stock of ParMed Pharmaceuticals, Inc. by Alpharma U.S. Inc. (xi) condemnations by Governmental Authorities of Real Estate (other than any Revolver Priority CollateralEligible Real Estate); and (xii) thatfor so long as no Default or Event of Default exists, 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 mergers and Required Lendersconsolidations permitted under Section 10.2.11.

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, 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, 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 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) 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 one or more dispositions of Equipment thator Real Estate so long as the net book value, as determined in accordance with GAAP, in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of for all such dispositions does not to exceed $5,000,000 or lessover the term of the Agreement; (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 or License 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) a disposition of Investments of the type described in clause (c) of the definition of “Restricted Investments” in the ordinary course of management of the investment portfolio of Borrowers and Subsidiaries; (f) leasesreplacement of Equipment that is worn, sales damaged or other dispositions obsolete with Equipment of Property (other than any Revolver Priority Collateral) thatlike function and value, in if the aggregate during any Fiscal Year, do not exceed more than 5% replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Consolidated Tangible AssetsLiens; (g) a disposition the sale of Property (other the Phat Farm business and related intellectual property, so long as no Event of Default exists and the gross cash proceeds from such sale are not less than any Revolver Priority Collateral) that is exchanged for credit against the purchase price of similar replacement property; $3,500,000 or (h) a transfer otherwise permitted under the Revolver Agreement, as in effect on the date hereof. Permitted Contingent Obligations - Contingent Obligations (a) arising from endorsements of Property by a Borrower 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 another Borrowersurety, 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; or (g) guarantee obligations of a Borrower or any Domestic Subsidiary in respect of Debt or operating leases and other non-Debt obligations otherwise permitted under this Agreement of a Borrower or any wholly-owned Domestic Subsidiary. Permitted Distributions - any Distribution permitted under the Revolver Agreement, as in effect on the date hereof. Permitted Investment - investments described in clauses (a) - (i) approved of the definition of Restricted Investment. Permitted Lien - as defined in writing by Agent and Required LendersSection 9.2.2.

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 Dominion AccountLender (if and to the extent required by Section 5.2), an Asset Disposition by a Borrower that is: is (a) a sale of Inventory in the Ordinary Course ordinary course of Businessbusiness; (b) a disposition of Equipment that, in the aggregate during any 12 month period, has a fair market Inventory or book value (whichever is more) of $5,000,000 or less; (c) a disposition of Inventory other Property that is obsolete, unmerchantable or otherwise unsalable not used or useful in the Ordinary Course ordinary course of Businessbusiness; (d) a sale or grant of non-exclusive licenses of Intellectual Property entered into in the Ordinary Course of Business; (ec) termination of a lease of real or personal Property that is not necessary for the Ordinary Course ordinary course of Businessbusiness, and which termination could not reasonably be expected to have a Material Adverse Effect Effect; (d) leases of real or personal property in the ordinary course of business; (e) mergers and does not result from a Borrower’s defaultconsolidations in compliance with Section 10.2.9; (f) leases, sales or other the unwinding of any Hedging Agreement; (g) any Asset Disposition from any Subsidiary to the Borrower; (h) Investments in compliance with Section 10.2.5; (i) dispositions of Property identified on Schedule P-1; (j) Distributions in compliance with Section 10.2.4; (k) the creation of any Permitted Lien; (l) dispositions of Accounts in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (m) licenses of Intellectual Property granted by Borrower or any Subsidiary in the ordinary course of business; (n) Investments in compliance with Section 10.2.5; (n) other than any Revolver Priority Collateral) dispositions that, in the aggregate during any Fiscal Year12 month period, do not exceed more than 5% have a fair market or book value (whichever is more) of Consolidated Tangible Assets$250,000 or less; (go) 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[intentionally omitted]; or (ip) approved in writing by Agent and Required LendersLender.

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 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 $500,000 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 3,000,000 or less; , (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; , (d) a sale or grant of non-exclusive licenses the licensing of Intellectual Property entered into 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; Business or in bankruptcy or similar proceedings (e) termination 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 lease of real or personal Property that is not necessary Credit Card Receivable for the Ordinary Course purposes of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s default; this clause (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; Permitted Distribution, (h) any Investment which is not a transfer of Property by a Borrower to another Borrower; or Restricted Investment, (i) approved the unwinding of any Hedging Agreements, (j) subleases entered into in writing by Agent and Required Lenders.the ordinary course of business of any Obligor, (k) the disposition of any Real Estate which, pursuant to