Common use of Permitted Asset Disposition Clause in Contracts

Permitted Asset Disposition. as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5, an Asset Disposition that is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 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a fair market or book value (whichever is more) of $5,000,000 or less, (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business, (d) the licensing of Intellectual Property to third Persons on reasonable and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 Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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. Permitted Business — 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; (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; or (g) in an aggregate amount of $3,000,000 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 Distribution, (ii) 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), determined as of the last day of each fiscal month during such twelve month period, is, in each case, greater than or equal to 20% of the lesser of (A) the aggregate Commitments as of the last day of each fiscal month of such twelve month period and (B) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month period, (iii) 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 any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, 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 calculations 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) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 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 $5,000,000, (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. as an Asset Disposition that consists of (i) the sale of Inventory in the Ordinary Course of Business; (ii) for so long as no Default or Event of Default exists exists, dispositions of Property (other than Accounts, Inventory, Eligible Equipment or would result therefromEligible Real Estate) which, andin the aggregate as to all Borrowers during any consecutive 12-month period, if so required pursuant to Section 5.2has a fair market value or book 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 pursuant to Section 5.5Obligations, an Asset Disposition (iii) 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 the Equipment that is to be replaced, 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, (aiv) a sale the licensing of Inventory or Equipment Intellectual Property in the Ordinary Course of Business; (bv) a disposition of Equipment so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 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 $5,000,000 or lesssales, (c) a disposition of Equipment or Inventory that is obsoletetransfers, unmerchantable or otherwise unsalable in the Ordinary Course of Businesslicenses, (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 leases or other disposition of Cash Equivalents, (f) dispositions of accounts receivable assets made by a Consolidated Group Member to another Consolidated Group Member (other than Credit Card Receivables) in connection with the compromise, settlement an Excluded Subsidiary 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 (fRestrictive Subsidiary)), (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 Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (rvi) an abandonment transfers or forgiveness of Intellectual Property that is obsolete or otherwise uneconomic Accounts in the Ordinary Course of Business and (s) 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. Permitted Business — 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; (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 hereunderthe collection or compromise thereof; (fvii) arising under the Loan Documentsabandonment, failure to maintain or renew or cancellation of Intellectual Property of any Consolidated Group Member that is not material to such Consolidated Group Member's business in such Consolidated Group Member's reasonable business judgment; (viii) any sublease, sale or other disposition of any Specified Real Estate (gix) in an aggregate amount of $3,000,000 or less at any time. Permitted Distribution — (a) a dividend by the Parent or redemption or repurchase of equity securities of the Parent for so long as (i) no Default or Event of Default shall have occurred and be continuing exists, any sale or would result after giving effect to any such Distribution, (ii) Excess Availability on the date other disposition 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), determined as of the last day of each fiscal month during such twelve month period, is, in each case, greater than or equal to 20% of the lesser of (A) the aggregate Commitments as of the last day of each fiscal month of such twelve month period and (B) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month period, (iii) 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 any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, 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 calculations 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 Piscataway New Jersey site; (x) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 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 therefromEvent of Default exists, payments to Parent to permit Parent, and which are used any Permitted Portfolio Transaction; (xi) condemnations by Parent, to redeem equity interests Governmental Authorities of Parent held by any current or former employee, officer, director or consultant of Parent Real Estate (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 businessthan Eligible Real Estate); provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired equity interests in any Fiscal Year will not exceed $5,000,000, (e) a repurchase of capital stock deemed to occur upon the cashless exercise of stock options and warrants, and (fxii) 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 for so long as the Parent reimburses the applicable Obligor promptly upon the consummation no Default or Event of such offeringDefault exists, mergers and consolidations permitted under Section 10.2.11.

Permitted Asset Disposition. as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5, an Asset Disposition that is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition one or more dispositions of Equipment or Real Estate so long as (x) the Equipment subject to such disposition has a fair market value or net book value (whichever is more) of $1,000,000 or less and (y) all Equipment disposed of pursuant to this clause (b) value, as determined in accordance with GAAP, in the aggregate during any Fiscal Year for all such dispositions does not to exceed $5,000,000 over the term of the Parent has a fair market or book value (whichever is more) of $5,000,000 or less, Agreement; (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business, ; (d) a termination of a lease of real or personal Property or License that is not necessary for the licensing Ordinary Course of Intellectual Property Business, could not reasonably be expected to third Persons on reasonable have a Material Adverse Effect and customary terms does not result from an 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 business consistent with past practice; provided that such licensing does not materially interfere with the business management of the Parent investment portfolio of Borrowers and Subsidiaries; (f) replacement of Equipment that is worn, damaged or any other Obligorobsolete with Equipment of like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens; (eg) 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 Phat Farm business 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 hereunderrelated intellectual property, so long as (x) no Default or Event of Default has occurred exists and is continuing or would result therefrom and (y) the Obligors receive, at the consummation of such Asset Disposition, gross proceeds, in cash, cash proceeds from such sale in an amount are not less than 70% of $3,500,000 or (h) otherwise permitted under the appraised value of such Real EstateRevolver Agreement, as set forth in the most recent appraisal provided to the Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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. Permitted Business — any business conducted or proposed to be conducted by the Parent and the other Obligors effect on the Closing Date and other businesses reasonably related or ancillary theretodate hereof. Permitted Contingent Obligations — 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; or (g) guarantee obligations of a Borrower or any Domestic Subsidiary in an aggregate amount respect of $3,000,000 Debt or less at operating leases and other non-Debt obligations otherwise permitted under this Agreement of a Borrower or any timewholly-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) 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 Distribution, (ii) Excess Availability on the date of the making definition 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), determined Restricted Investment. Permitted Lien—as of the last day of each fiscal month during such twelve month period, is, defined in each case, greater than or equal to 20% of the lesser of (A) the aggregate Commitments as of the last day of each fiscal month of such twelve month period and (B) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month period, (iii) 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 any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, 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 calculations 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) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 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 $5,000,000, (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 offeringSection 9.2.2.

Permitted Asset Disposition. as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to extent required by Section 5.55.4.2 or Section 5.4.3, as applicable: (a) an Asset Disposition that is (a) a sale or disposition of Cash Equivalents or Inventory or Equipment 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 so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 or less and (y) all Equipment disposed of pursuant to this clause (b) Asset Dispositions in the aggregate during any Fiscal Year of the Parent has a Equipment having an aggregate 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 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 continuing, an Asset Disposition other than Inventory (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 Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered byincluding, but not prohibited bylimited to, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property rights) that is obsolete no longer necessary, used or otherwise uneconomic in the Ordinary Course of Business and (s) 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 useful for such property as part of an insurance settlement. Permitted Business — any Obligor’s 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; (be) arising from Hedging Agreements permitted hereunderso 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 and would not reasonably be expected to have a Material Adverse Effect; (cf) existing on the Closing Date, an Asset Disposition that is a disposition of Property between and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewedamong Obligors; (dg) incurred licensing, on a non-exclusive basis, of Intellectual Property in the Ordinary Course of Business; (h) the leasing, occupancy agreements or sub-leasing of property in the Ordinary Course of Business and which do not materially interfere with respect to surety, appeal the business of Borrower or performance bonds, or other similar obligationsits Subsidiaries; (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) in an aggregate amount of $3,000,000 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 Distribution, (ii) 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), determined as of the last day of each fiscal month during such twelve month period, is, in each case, greater than or equal to 20% of the lesser of (A) the aggregate Commitments as of the last day of each fiscal month of such twelve month period and (B) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month period, (iii) 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 any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, 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 calculations 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) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 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 Event of Default has occurred and is continuing continuing, the sale or would result therefromdiscount, payments to Parent to permit Parentin each case without recourse and in the Ordinary Course of Business, and which are used by Parentof overdue accounts receivable arising in the Ordinary Course of Business, to redeem equity interests of Parent held by the extent that such overdue accounts receivable are not Eligible Accounts; (j) casualty events with respect to any current or former employee, officer, director or consultant of Parent Obligor’s tangible Property so long as fully insured as required under this Agreement; (or any other Obligork) or their respective estates, spouses, former spouses or family members pursuant to the terms dispositions of any employee equity subscription agreementObligor’s Real Estate and any improvements thereon arising in connection with any condemnation or eminent proceedings or sale, stock option agreement or similar agreement entered into including by way of a like-kind exchange under Section 1031 of the Code, of a vineyard; (l) dispositions in the ordinary course Ordinary Course of businessBusiness from Subsidiaries that are not Obligors to other Subsidiaries that are not Obligors; provided (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 price paid for original appraised “as-is” fair market value (which was used to determine the Term Loan Formula Amount) of all such repurchased, redeemed, acquired or retired equity interests in any Fiscal Year will not exceed $5,000,000, (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.Real Estate sold under this clause

Permitted Asset Disposition. as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5a Dominion Account, an Asset Disposition that is (a) a sale or other disposition of Inventory or Equipment in the Ordinary Course of Business; (b) a sale or other disposition of Equipment so long as (x) the Equipment subject to such disposition has a fair market value Foreign Subsidiary or book value (whichever is more) of $1,000,000 or less and (y) all Equipment disposed of pursuant to this clause (b) any other Person that, in the aggregate during any Fiscal Year of the Parent 12 month period, has a fair market or book value (whichever is more) of $5,000,000 1,000,000 or less, (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business, (d) 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 Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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. Permitted Business — 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; (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; or (g) in an aggregate amount of $3,000,000 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 only if (i) no Default or Event of Default shall have occurred exists, and be continuing or would result after giving effect to any such Distribution, (ii) Excess Availability on to the date extent that such Equipment so sold or otherwise disposed of has been included in any appraisal of Equipment received by Agent, Agent shall have received the making Net Proceeds for application to the Obligations and the Fixed Assets Formula Amount shall be adjusted to reflect such sale or other disposition; (c) a disposition of such Distribution on Inventory that is obsolete, unmerchantable or otherwise unsalable; (d) termination or assignment of a pro forma basis after giving effect to such Distribution, and projected Excess Availability on a pro forma basis lease of real or personal Property that is not necessary for the upcoming twelve month period Ordinary Course of Business and could not reasonably be expected to have a Material Adverse Effect, but only if no Default or Event of Default exists; or (after giving effect to such Distribution)e) approved in writing by Agent. Person: any individual, determined as of the last day of each fiscal month during such twelve month periodcorporation, islimited liability company, in each casepartnership, greater than joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or equal to 20% of the lesser of (A) the aggregate Commitments as of the last day of each fiscal month of such twelve month period and (B) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month period, (iii) 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 any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, 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 calculations other entity. Properly Contested: with respect to any obligation of a Guarantor, (a) the requirements set forth in clauses (ii) and (iii) above (all based on projections of obligation is subject to a bona fide dispute regarding amount or the financial performance of the Obligors believed Guarantor’s liability to be fair and reasonable at the time made)), pay; (b) dividends by the Parent or redemptions or repurchases of equity securities of the Parent obligation is being properly contested in an aggregate amount not to exceed (x) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 during the term of this Loan Agreement, good faith and diligently pursued; (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 appropriate reserves have been established in connection accordance with satisfying any federal or state income tax obligation incurred in connection with such exerciseGAAP; 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 non-payment could not have a Material Adverse Effect, nor result in forfeiture 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 sale of any employee equity subscription agreement, stock option agreement or similar agreement entered into in assets of the ordinary course of businessGuarantor; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired equity interests in any Fiscal Year will not exceed $5,000,000, (e) no Lien (other than a repurchase Permitted Lien) is imposed on assets of capital stock deemed the Guarantor, unless bonded and stayed to occur upon the cashless exercise satisfaction of stock options and warrants, Agent; and (f) distributions to Parent to enable Parent to payif the obligation results from entry of a judgment or other order, 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 offeringjudgment or order is stayed pending appeal or other judicial review.

Permitted Asset Disposition. as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2and at any time a Cash Dominion Period exists, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5Agent, an Asset Disposition that is (ai) a sale of Inventory or Equipment in the Ordinary Course of Business; (bii) a disposition of Equipment so long as (x) that, in the Equipment subject to such disposition aggregate during any 12 month period, has a fair market value or net book value (whichever is more) of $1,000,000 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 $5,000,000 750,000 or less, ; (ciii) a disposition of Equipment or Inventory that is obsolete, surplus, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (iv) [reserved]; (v) 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 an Obligor’s default; (dvi) 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 compromisecollection or compromise thereof; (vii) non-exclusive licenses, settlement sublicenses, leases or collection thereof subleases of Intellectual Property granted to others in the Ordinary Course of Business or not interfering in bankruptcy or similar proceedings (it being understood that customary chargebacks and offsets, discounts, allowances and credits by Credit Card Processors made in any material respect with 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 Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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. Permitted Business — 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; (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; or (g) in an aggregate amount of $3,000,000 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 Distribution, (ii) 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), determined as of the last day of each fiscal month during such twelve month period, is, in each case, greater than or equal to 20% of the lesser of (A) the aggregate Commitments as of the last day of each fiscal month of such twelve month period and (B) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month period, (iii) 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 any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, evidencing compliance, after giving effect to such Distribution, with the requirements set forth in clauses or any Subsidiary; (i) through (iii) above (which certificate shall attach supporting projections, information and calculations 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) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 during the term of this Loan Agreement, (cviii) the purchase, repurchase, redemption, acquisition sale or retirement disposition of Cash Equivalents for fair market 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 (ix) the abandonment or other disposition of Intellectual Property, whether now or hereafter owned or leased or acquired, that is, in the aggregate price paid for all such repurchasedreasonable business judgment of the Borrower, redeemedno 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, acquired sales, transfers and other dispositions permitted by Section 10.2.9; (xi) sales, transfers or retired equity interests other dispositions of Investments to the extent not a Restricted Investment in any Fiscal Year will not exceed $5,000,000joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in joint venture arrangements and similar binding agreements; or (exii) a repurchase of capital stock deemed to occur upon the cashless exercise of stock options approved in writing by Agent 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 offeringRequired Lenders.

Permitted Asset Disposition. as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5, an Asset Disposition that is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 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 $5,000,000 or less, (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business, (d) 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 valueAppraised Value of such Real Estate, as set forth in the most recent appraisal provided to the Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLCreserved, (n) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty Two, LLC to Bonstores Holdings Two, LLCreserved, (o) a Permitted Store Closure, (p) a sale or other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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. Permitted Business — - 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; (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; or (g) in an aggregate amount of $3,000,000 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 Distribution, (ii) 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 six month period (after giving effect to such Distribution), determined measured as of the last day of each fiscal month during such twelve six month period, is, in each case, greater than or equal to 2017.5% of the lesser of (A) the aggregate Commitments as of the date of such Distribution and last day of each fiscal month of during such twelve six month period and (B) the Aggregate Borrowing Base as of the date of such Distribution and the last day of each fiscal month of during such twelve six month period, (iii) 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 any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 1.10 to 1.00 1.00; provided that this clause (iii) shall not be applicable in the event that 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 six month period (after giving effect to such Distribution), measured as of the last day of each fiscal month during such six month period, is, in each case, greater than or equal to 35% of the lesser of (x) the aggregate Commitments as of the date of such Distribution and last day of each fiscal month during such six month period and (y) the Aggregate Borrowing Base as of the date of such Distribution and the last day of each fiscal month during such six month period 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 a Senior Officer of the Borrower Agent, evidencing compliance, on a pro forma basis, 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 calculations 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) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 during the term of this Loan Agreement, (c) the purchase, repurchase, redemption, acquisition or retirement for value of any capital stock stockCapital Stock of the Parent upon the exercise of warrants, options or similar rights if such capital stock stockCapital 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 interestsCapital Stock 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 interestsCapital Stock in any Fiscal Year will not exceed $5,000,000, (e) a repurchase of capital stock stockCapital 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. a Permitted Ordinary Accounts/Inventory Disposition or (b) an Asset Disposition that is (i) a sale, lease, sublease, license, sublicense, transfer or other disposition (individually and collectively for purposes of this definition, a “Disposition”) of Equipment or other Property (other than ABL Collateral) (A) in the ordinary course of business or (B) to any Foreign Subsidiary, Unrestricted Subsidiary or joint venture for fair market value on an arm’s-length basis during any Fiscal Year, the consideration for which consists of at least 90% cash or Cash Equivalents and, when combined with the consideration received in respect of the other sales, transfers or other dispositions under this clause (i)(B) during such Fiscal Year, does not exceed $10,000,000; (ii) a Disposition of Investments received by the Company or any Restricted Subsidiary of the Company in connection with (A) the bankruptcy or reorganization of suppliers or customers of the Company or such Restricted Subsidiary or (B) in settlement of delinquent obligations of, or other disputes with, customers and suppliers of the Company or such Restricted Subsidiary arising in the ordinary course of business; (iii) a Disposition of Equipment or other Property (other than ABL Collateral) that is obsolete, damaged, worn out, unmerchantable, surplus or otherwise unsalable or unsuitable for use in the ordinary course of business; (iv) a termination of a lease, sublease, license or sublicense of real or personal Property that is not reasonably necessary for the ordinary course of business of the Company and its Restricted Subsidiaries and the termination of which could not reasonably be expected to have a Material Adverse Effect; (v) a lease, sublease, license or sublicense of real or personal Property (other than ABL Collateral) in the ordinary course of business, provided that if any such Property constitutes Collateral, such lease, sublease, license or sublicense is subordinate to the Liens thereon created under the Security Documents; (vi) the granting or other imposition of a Permitted Lien on real or personal Property; (vii) a Disposition of Property by an Obligor to another Obligor; (viii) a Disposition of Property by a Restricted Subsidiary that is not an Obligor to another Restricted Subsidiary; (ix) any issuance of Equity Interests by an Obligor to another Obligor or the issuance of common Equity Interests by the Company to Holdings or pursuant to a Qualified IPO; (x) a sale, transfer or other disposition of cash or Cash Equivalents; (xi) any sale of Equity Interests in, or Debt or other securities of, a joint venture, Unrestricted Subsidiary or Foreign Subsidiary for not less than the fair market value thereof; (xii) the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business; (xiii) a Disposition of any Excluded Real Property for not less than the fair market value thereof, and any Disposition of Real Property listed on Schedule 1.8 for not less than the fair market value thereof, in each case the consideration for which consists of at least 75% cash or Cash Equivalents; (xiv) a sale-leaseback transaction consummated for fair value as determined at the time of consummation in good faith by such Obligor, the consideration received in respect of the sale of the property subject to such transaction consists of 100% cash or Cash Equivalents and, when combined with the consideration received in respect of the sale of the property subject to other sale-leaseback transactions permitted under this clause (xiv), does not exceed $25,000,000; (xv) a surrender, nonrenewal or cancellation of insurance policies in the ordinary course of business; (xvi) so long as no Default under Section 11.1(a) or (i) and no Event of Default exists before or after giving effect thereto, any Asset Disposition of Property (other than ABL Collateral) during any Fiscal Year, the consideration received therefor consists of at least 75% cash or Cash Equivalents and, when combined with the consideration received for other Asset Dispositions of Property (other than ABL Collateral) made during such Fiscal Year under this clause (xvi), does not exceed the greater of $20,000,000 and 5% of Consolidated Net Tangible Assets (as defined in the Existing Senior Secured Notes Indenture as in effect as of the date of this Agreement) of the Company and its Restricted Subsidiaries as of the last date of the immediately preceding Fiscal Year; (xvii) any other Asset Disposition (other than a direct or indirect sale, transfer or other disposition of ABL Collateral) the consideration received therefor consists of at least 75% cash or Cash Equivalents, provided that (A) no Default or Event of Default exists before or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5, an Asset Disposition that is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 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 $5,000,000 or less, (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business, (d) 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 Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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. Permitted Business — 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; (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; or (g) in an aggregate amount of $3,000,000 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 Distribution, (ii) Excess Availability on the date of the making of such Distribution on a pro forma basis after giving effect to such DistributionAsset Disposition and (B) after giving effect thereto, and projected Excess Availability on a pro forma basis for basis, the upcoming twelve month period (after giving effect Fixed Charge Coverage Ratio at such time shall be at least 1.25 to 1.0 and the Excess Availability at such Distribution), determined as of the last day of each fiscal month during such twelve month period, is, in each case, greater than or equal to 20time shall be at least 30% of the lesser of (A1) the Borrowing Base and (2) the aggregate Commitments as amount of the last day Commitments; or (xviii) approved in writing by Agent and Required Lenders. For purposes of each fiscal month of such twelve month period and clauses (B) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month periodb)(i)(B), (iii) as of the monthly fiscal period most recently then endedb)(xiii), the Consolidated Fixed Charge Coverage Ratio (on a pro forma trailing 12 fiscal month basisb)(xiv), giving effect to the making of such Distribution, and any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, 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 calculations with respect to the requirements set forth in clauses (iib)(xvi) and (iiib)(xvii) above in this definition, the amount of any Debt owed by the Company or any Restricted Subsidiary to any Person (all based on projections other than the Company or any Restricted Subsidiary) that is assumed by the transferee of any such assets (other than the financial performance Company or any Restricted Subsidiary) in consideration of the Obligors believed any such Disposition shall be deemed 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) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 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 $5,000,000, (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 offeringcash.

Permitted Asset Disposition. as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5Agent, an Asset Disposition that is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 500,000 or less and (y) all Equipment disposed of pursuant to this clause (b) in the aggregate during any Fiscal Year 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) the licensing of Intellectual Property 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 ordinary course of Business 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))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 and 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 70% of the appraised value of such Real Estate, as set forth in the most recent appraisal provided to the AgentAgent 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 (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, LLC and (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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. 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; (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; or (g) in an aggregate amount of $3,000,000 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 Distributionpayment, (ii) Excess Availability on the date of the making of such Distribution on a pro forma basis (and after giving effect to to) such Distributiondividend, and projected Excess Availability on a pro forma basis for the upcoming twelve month period (after giving effect to such Distribution), determined as of the last day of each fiscal month during such twelve month period, is, in each case, redemption or repurchase is greater than or equal to 20% $125,000,000, (iii) Excess Cash Flow for the period of the lesser of four fiscal quarters then ended is at least $20,000,000, (Aiv) the aggregate Commitments as of the last day of each fiscal month amount of such twelve month Permitted Distributions shall not in the aggregate exceed fifty percent (50%) Excess Cash Flow for the period and (B) the Aggregate Borrowing Base as of the last day of each four fiscal month of such twelve month periodquarters then ended, (iiiv) as of the monthly fiscal period most recently then ended, the Consolidated Fixed Charge Coverage Ratio (calculated on a pro forma trailing 12 fiscal month basis, basis giving effect to the making of such Distribution, and any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Permitted Distribution) is greater not less than or equal to 1.10 to 1.00 1.5:1.0, and (ivvi) the Borrowers shall have provided the Agent with a certificate not less than ten then (10) days prior to the making of such Permitted Distribution executed by a Senior Officer of the Borrower AgentOfficer, evidencing compliance, after giving effect to such Permitted Distribution, with the requirements set forth in clauses (i) through ), (ii), (iii) above ), (which certificate shall attach supporting projections, information and calculations with respect to the requirements set forth in clauses (iiiv) and (iiiv) above (all based on projections of the financial performance of the Obligors believed to be fair and reasonable at the time made))above, (b) dividends by the Parent or redemptions or repurchases of equity securities of the Parent in an aggregate amount not to exceed (x) $10,000,000 4,000,000 in any Fiscal Year fiscal year of the Parent or (y) $30,000,000 15,000,000 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, 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 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 fiscal year will not exceed $5,000,000, (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 offering3,000,000.

Permitted Asset Disposition. as long as no Default or Event of Default exists (except with respect to clause (a), clause (g) or would result therefrom, and, if so required pursuant to Section 5.2, clause (h) of this definition) and all Net Proceeds are remitted to Agent for application (except with respect to Asset Disposition described in clause (a) of this definition, the Obligations pursuant to Section 5.5proceeds of which shall be deposited in a Dominion Account), an Asset Disposition that is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment so long as obsolete, worn out or permanently retired assets or the disposition in the Ordinary Course of Business of assets no longer used (x) the Equipment subject unless it is no longer used primarily in order to such disposition has a fair market value or book value (whichever is more) take advantage of $1,000,000 or less and (y) all Equipment disposed of pursuant to this clause (b)) or useful in the aggregate during any Fiscal Year conduct of the Parent has a fair market or book value (whichever is more) of $5,000,000 or less, Borrowers’ business; (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business, ; (d) the licensing termination of Intellectual a lease of real or personal Property to third Persons on reasonable and customary terms in the ordinary course of business consistent with past practice; provided that such licensing does is 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 necessary for the Ordinary Course of Business Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (e) Asset Dispositions in which the sales price is at least the fair market value of the assets sold and the aggregate fair market or book value (whichever is greater) of such Asset Sales is less than $250,000 in bankruptcy any Fiscal Year and at least 80% of the consideration received is cash 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 Cash Equivalents; (f)), ) sales of Equity Interests in Olympic Steel under any employee stock purchase plan or employee stock option agreement and other sales of Equity Interests in Olympic Steel which do not result in a Change of Control; (g) transfers or other Asset Dispositions (other than transfers or Asset Dispositions of its own Equity Interests) by any Permitted DistributionBorrower (other than Olympic Steel) to any other Borrower, (h) any Investment which is not a Restricted Investment, an Asset Disposition constituting Cash Equivalents; (i) the unwinding of any Hedging Agreements, (j) subleases entered into trade-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 Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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 replacement of an insurance settlement. Permitted Business — any business conducted or proposed to be conducted by the Parent and the asset (other Obligors on the Closing Date and other businesses reasonably related or ancillary thereto. Permitted Contingent Obligations — Contingent Obligations (athan Collateral) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (bj) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing DateAsset Dispositions constituting mergers, 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, consolidations or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment business combinations permitted hereunder; (f) arising under the Loan Documents; or (g) in an aggregate amount of $3,000,000 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 Distribution, (ii) 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), determined as of the last day of each fiscal month during such twelve month period, is, in each case, greater than or equal to 20% of the lesser of (A) the aggregate Commitments as of the last day of each fiscal month of such twelve month period Section 10.2.9(a): and (Bk) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month period, (iii) 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, approved in writing by Agent and any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, 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 calculations 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) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 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 $5,000,000, (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 offeringRequired Lenders.

Permitted Asset Disposition. as long as no Default or Event of Default exists or would result therefrom, and, if so required pursuant to Section 5.2, and all Net Proceeds are remitted to Agent for application to the Obligations pursuant to Section 5.5Agent, an Asset Disposition that is (a) a sale of Inventory or Equipment in the Ordinary Course of Business; (b) a disposition of Equipment so long as (x) the Equipment subject to such disposition has a fair market value or book value (whichever is more) of $1,000,000 or less and (y) all Equipment disposed of pursuant to this clause (b) that, in the aggregate during any Fiscal Year of the Parent 12 month period, has a fair market or book value (whichever is more) of $5,000,000 1,000,000 or less, ; (c) a disposition of Equipment or Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business, Business and is not Eligible Inventory; (d) the licensing termination of Intellectual a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to third Persons on reasonable have a Material Adverse Effect 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 result from an Obligor, 's default; (e) the sale or other disposition of Cash EquivalentsFinanced Accounts pursuant to the terms of the Xxxxx Fargo Receivables Purchase Agreement as in effect on the Fifth Amendment Effective Date, (f) dispositions the sale 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 Agent, (m) the disposition by Borrower Agent (or any of its Subsidiaries) of 100% of the membership interests in Bonstores Realty One, LLC to Bonstores Holdings One, LLC, (n) the disposition by Borrower Agent (or any of its Subsidiaries) 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 other disposition of any property in connection with any transaction covered by, but not prohibited by, Section 10.2.23, (q) a disposition of 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; (r) an abandonment of Intellectual Property that is obsolete or otherwise uneconomic in the Ordinary Course of Business and (s) 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. Permitted Business — 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; (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; or (g) in an aggregate amount of $3,000,000 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 Distribution, (ii) 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), determined as of the last day of each fiscal month during such twelve month period, is, in each case, greater than or equal to 20% of the lesser of (A) the aggregate Commitments as of the last day of each fiscal month of such twelve month period and (B) the Aggregate Borrowing Base as of the last day of each fiscal month of such twelve month period, (iii) 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 any Borrowings made in connection therewith, determined as though such Distribution and such Borrowings occurred on the first day of the twelve (12) fiscal month period ended prior to such Distribution) is greater than or equal to 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 a Senior Officer of the Borrower Agent, 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 calculations 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) $10,000,000 in any Fiscal Year of the Parent or (y) $30,000,000 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 Accounts pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement entered into after the Fifth Amendment Effective Date allowing for the purchase of Accounts owing to any Borrower, which agreement is acceptable to Agent 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 $5,000,000its sole discretion, (eg) a repurchase payment to the COKeM Sellers of capital stock deemed to occur upon the cashless exercise of stock options and warrantsany benefits, proceeds, recoveries, and other rights received or payable to COKeM as a result of settlement, adjudication or other resolution of the CokeM Special Litigation Matters pursuant to Section 9.7 of the CokeM Purchase Agreement as in effect on the Fifth Amendment Effective Date, (fh) distributions a payment to Parent the CokeM Sellers of the proceeds received by CokeM with respect to enable Parent to paythe sale of the Specified Financed Accounts under the Xxxxx Fargo Receivables Purchase Agreement, or (i) approved in writing by Agent 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.Required Lenders. ​