Common use of Restrictions on Transfer of Assets Clause in Contracts

Restrictions on Transfer of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of CBI) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section 9.13, (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of CBI) used in a Borrower's or a Subsidiary's business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out (it being agreed that the Net Cash Proceeds of each such sale of worn out assets or Capital Stock shall be reinvested by the applicable selling entity in the ordinary course of business to replace such worn out assets or properties within 120 days of receipt of such Net Cash Proceeds, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ day following receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons which own only Tropical Farms)) that are no longer needed or useful in such Person's operations or (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's operations; provided, that in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (A) at least seventy-five percent (75%) of the consideration received by CBI and its Subsidiaries is in the form of cash and Cash Equivalents, (B) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date does not exceed $20,000,000, (C) the assets or Subsidiary so sold after the Original Closing Date will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of Xxxxxxxx 00, 0000, (X) XXX can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrowers would have been in compliance with the financial covenants set forth herein and (E) CBI delivers promptly (but in any event no later than the later to occur of (x) the delivery of the monthly compliance certificate for the fiscal month in which the sale occurred and (y) the thirtieth (30/th/) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) to the Agent and the Lenders that the conditions set forth in clauses (A) through (D) of this paragraph (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also indicate the minimum amount of the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by CBI and its Subsidiaries (to Persons other than CBI or its Subsidiaries) during the then most recently completed fiscal year of CBI (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) CBI delivers a certificate executed by an authorized officer of CBI representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that the Net Cash Proceeds of each such sale of a Tropical Farm or equity interests shall be reinvested by the applicable selling entity in the ordinary course of business within 120 days of receipt of such Net Cash Proceeds to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms), or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)); (i) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, by any member of the Xxxxxxxx Fresh German Group of its assets (and equity interests in Persons which own only Xxxxxxxx Fresh German Group members) as long as: (i) if, and to the extent that, the aggregate Net Cash Proceeds of all such sales occurring after the Closing Date (A) are less than $2,000,000, such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder), (B) are greater than or equal to $2,000,000 but less than or equal to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi); and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon representing and warranting to the Agent and the Lenders that the conditions set forth in clause (i) of this Section 9.3(i) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Xxxxxxxx Fresh German Group asset or equity interests; (j) (i) the transactions set forth in Schedule 9.3A hereto, (ii) the disposition on or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that certain Purchase Agreement by and among Seneca Foods Corporation ("Seneca"), CBII and Friday Holdings, L.L.C. ("Friday Holdings"), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March ___ , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "CPF Purchase Agreement"), for a purchase price equal to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the "Seneca Shares"), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriqui Land Company Y Empresas Afines, Cooperativa de Servicios Multiples de Puerto Xxxxxxxxx, X.X. ("Coosemupar") and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "PAFCO Framework Agreement"), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the "PAFCO Investment"), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); and (k) sales by a Subsidiary, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of its assets or the equity interests or assets of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the selling Subsidiary is a signatory to the Covenant Compliance Agreement, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given to the Agent in writing within ten (10) Business Days prior to consummation of the sale and (6) such sale does not materially impair the Collateral taken as a whole or the value thereof to the Lenders. Notwithstanding the foregoing, the Borrowers shall not be required to pay to the Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if the sum of (i) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to the Agent is less than $1,000,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clause (d) or (h) above which have not been paid to the Agent (and, but for this paragraph, would be required to be paid to the Agent) equals or exceeds $1,000,000 (the "Aggregation Date"), all such proceeds which have not been paid to the Agent and which were received and not reinvested more than 120 days prior to the Aggregation Date must be paid to Agent within thirty (30) days after the end of the fiscal month in which the amount of unpaid proceeds received pursuant to sales or dispositions permitted pursuant to (d) or (h) above reaches $1,000,000. Notwithstanding anything to the contrary in this Section 9.3, each Borrower agrees that, unless the Term B Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its Subsidiaries to sell, pledge or assign (other than pursuant to the Credit Documents): (a) stock of Atcon, (b) stock of Euro Sub, (c) stock of Atlanta, (d) intercompany claims owing to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta from its Subsidiaries.

Restrictions on Transfer of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of CBI) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section 9.13, (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of CBI) used in a Borrower's or a Subsidiary's business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out (it being agreed that the Net Cash Proceeds of each such sale of worn out assets or Capital Stock shall be reinvested by the applicable selling entity in the ordinary course of business to replace such worn out assets or properties within 120 days of receipt of such Net Cash Proceeds, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ 121st day following receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons which own only Tropical Farms)) that are no longer needed or useful in such Person's operations or (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's operations; provided, that as long as in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (Ai) at least seventy-five percent (75%) of the consideration received by CBI and its Subsidiaries is in the form of cash and Cash Equivalents, (Bii) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date does not exceed $20,000,000, (Ciii) the assets or Subsidiary so sold after the Original Closing Date will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of Xxxxxxxx 00December 31, 00002000, (Xiv) XXX CBI can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrowers would have been in compliance with the financial covenants set forth herein herein, and (Ev) CBI delivers promptly (but in any event no later than the later to occur a certificate executed by an authorized officer of (x) the delivery of the monthly compliance certificate for the fiscal month in which the sale occurred CBI representing and (y) the thirtieth (30/th/) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) warranting to the Agent and the Lenders that the conditions set forth in clauses (Ai) through (Div) of this paragraph clause (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also indicate the minimum amount of the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by CBI and its Subsidiaries (to Persons other than CBI or its Subsidiaries) during the then most recently completed fiscal year of CBI (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) CBI delivers a certificate executed by an authorized officer of CBI representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that the Net Cash Proceeds of each such sale of a Tropical Farm or equity interests shall be reinvested by the applicable selling entity in the ordinary course of business within 120 days of receipt of such Net Cash Proceeds to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms), or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ 121st day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)); (i) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, by any member of the Xxxxxxxx Fresh German Group of its assets (and equity interests in Persons which own only Xxxxxxxx Fresh German Group members) as long as: (i) if, and to the extent that, the aggregate Net Cash Proceeds of all such sales occurring after the Closing Date (A) are less than $2,000,000, such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder), (B) are greater than or equal to $2,000,000 but less than or equal to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi); and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon representing and warranting to the Agent and the Lenders that the conditions set forth in clause (i) of this Section 9.3(i) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Xxxxxxxx Fresh German Group asset or equity interests; (j) (i) the transactions set forth in Schedule 9.3A hereto, (ii) the disposition on or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that certain Purchase Agreement by and among Seneca Foods Corporation ("Seneca"), CBII and Friday Holdings, L.L.C. ("Friday Holdings"), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March ___ , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "CPF Purchase Agreement"), for a purchase price equal to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the "Seneca Shares"), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriqui Land Company Y Empresas Afines, Cooperativa de Servicios Multiples de Puerto Xxxxxxxxx, X.X. ("Coosemupar") and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "PAFCO Framework Agreement"), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the "PAFCO Investment"), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); and (k) sales by a Subsidiary, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of its assets or the equity interests or assets of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the selling Subsidiary is a signatory to the Covenant Compliance Agreement, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given to the Agent in writing within ten (10) Business Days prior to consummation of the sale and (6) such sale does not materially impair the Collateral taken as a whole or the value thereof to the Lenders. Notwithstanding the foregoing, the Borrowers shall not be required to pay to the Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if the sum of (i) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to the Agent is less than $1,000,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clause (d) or (h) above which have not been paid to the Agent (and, but for this paragraph, would be required to be paid to the Agent) equals or exceeds $1,000,000 (the "Aggregation Date"), all such proceeds which have not been paid to the Agent and which were received and not reinvested more than 120 days prior to the Aggregation Date must be paid to Agent within thirty (30) days after the end of the fiscal month in which the amount of unpaid proceeds received pursuant to sales or dispositions permitted pursuant to (d) or (h) above reaches $1,000,000. Notwithstanding anything to the contrary in this Section 9.3, each Borrower agrees that, unless the Term B Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its Subsidiaries to sell, pledge or assign (other than pursuant to the Credit Documents): (a) stock of Atcon, (b) stock of Euro Sub, (c) stock of Atlanta, (d) intercompany claims owing to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta from its Subsidiaries.

Restrictions on Transfer of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of CBI) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section 9.13, (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of CBI) used in a Borrower's ’s or a Subsidiary's ’s business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out (it being agreed that the Net Cash Proceeds of each such sale of worn out assets or Capital Stock shall be reinvested by the applicable selling entity in the ordinary course of business to replace such worn out assets or properties within 120 days of receipt of such Net Cash Proceeds, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ 121st day following receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons which own only Tropical Farms)) that are no longer needed or useful in such Person's ’s operations or (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's ’s operations; provided, that in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (A) at least seventy-five percent (75%) of the consideration received by CBI and its Subsidiaries is in the form of cash and Cash Equivalents, (B) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date does not exceed $20,000,000, (C) the assets or Subsidiary so sold after the Original Closing Date will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of Xxxxxxxx 00December 31, 00002000, (XD) XXX CBI can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrowers would have been in compliance with the financial covenants set forth herein and (E) CBI delivers promptly (but in any event no later than the later to occur of (x) the delivery of the monthly compliance certificate for the fiscal month in which the sale occurred and (y) the thirtieth (30/th/30th) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) to the Agent and the Lenders that the conditions set forth in clauses (A) through (D) of this paragraph (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also indicate the minimum amount of the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by CBI and its Subsidiaries (to Persons other than CBI or its Subsidiaries) during the then most recently completed fiscal year of CBI (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) CBI delivers a certificate executed by an authorized officer of CBI representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that the Net Cash Proceeds of each such sale of a Tropical Farm or equity interests shall be reinvested by the applicable selling entity in the ordinary course of business within 120 days of receipt of such Net Cash Proceeds to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms), or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ 121st day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)); (i) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, by any member of the Xxxxxxxx Fresh German Group of its assets (and equity interests in Persons which own only Xxxxxxxx Fresh German Group members) as long as: (i) if, and to the extent that, the aggregate Net Cash Proceeds of all such sales occurring after the Closing Date (A) are less than $2,000,000, such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder), (B) are greater than or equal to $2,000,000 but less than or equal to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi); and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon representing and warranting to the Agent and the Lenders that the conditions set forth in clause (i) of this Section 9.3(i) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Xxxxxxxx Fresh German Group asset or equity interests; (j) (i) the transactions set forth in Schedule 9.3A hereto, (ii) the disposition on or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that certain Purchase Agreement by and among Seneca Foods Corporation ("“Seneca"”), CBII and Friday Holdings, L.L.C. ("“Friday Holdings"”), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March ___ , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "“CPF Purchase Agreement"”), for a purchase price equal to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the "“Seneca Shares"”), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriqui Chiriquí Land Company Y Empresas Afines, Cooperativa de Servicios Multiples Múltiples de Puerto Xxxxxxxxx, X.X. ("“Coosemupar"”) and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "“PAFCO Framework Agreement"”), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the "“PAFCO Investment"”), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); and (k) sales by a Subsidiary, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of its assets or the equity interests or assets of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the selling Subsidiary is a signatory to the Covenant Compliance Agreement, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given to the Agent in writing within ten (10at the same time that the Borrowers deliver the quarterly compliance certificate required under Section 7.1(d) Business Days prior to consummation of the sale and (6) such sale does not materially impair the Collateral taken as a whole or the value thereof to the Lenders. Notwithstanding the foregoing, the Borrowers shall not be required to pay to the Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if the sum of (i) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to the Agent is less than $1,000,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clause (d) or (h) above which have not been paid to the Agent (and, but for this paragraph, would be required to be paid to the Agent) equals or exceeds $1,000,000 (the "“Aggregation Date"”), all such proceeds which have not been paid to the Agent and which were received and not reinvested more than 120 days prior to the Aggregation Date must be paid to Agent within thirty (30) days after the end of the fiscal month in which the amount of unpaid proceeds received pursuant to sales or dispositions permitted pursuant to (d) or (h) above reaches $1,000,000. Notwithstanding anything to the contrary in this Section 9.3, each Borrower agrees that, unless the Term B Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its Subsidiaries to sell, pledge or assign (other than pursuant to the Credit Documents): (a) stock of Atcon, (b) stock of Euro Sub, (c) stock of Atlanta, (d) intercompany claims owing to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta from its Subsidiaries.

Restrictions on Transfer of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of CBIthe Borrower) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section 9.13,, ------------ (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of CBIthe Borrower) used in a the Borrower's or a Subsidiary's business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out (it being agreed that (x) the Net Cash Proceeds of each such sale of worn out assets or Capital Stock shall be reinvested by the applicable selling entity in the ordinary course of business to replace such worn out assets or properties within 120 days of receipt of such Net Cash Proceeds, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ day following receipt thereof, be paid to the Agent and (A) applied to repay outstanding Revolving Loans pursuant to Sections 2.3(b)(iii(and if such Net Cash Proceeds are so applied, a block against Revolving Loans and Letters of Credit (an "Asset Sale Block") in the amount so applied shall be put in place) and (viB) to the extent there are not sufficient outstanding Revolving Loans then outstanding, held by the Agent as Collateral (provided, however, that if the applicable sale was made by a Subsidiary which -------- ------- is not a Person organized under the laws of the United States of America (or a political subdivision thereof) and the Borrower in good faith believes that paying such Net Cash Proceeds to the Agent would expose the Borrower to tax liabilities that the Borrower would not otherwise have, as long as Availability is, at the time of the receipt of such Net Cash Proceeds by the Borrower or the applicable Subsidiary, at least equal to the amount of such Net Cash Proceeds (and the Borrower delivers a written statement representing and warranting to the Agent and the Lenders that each of such conditions then exist), the Borrower does not need to pay such Net Cash Proceeds to the Agent (and an Asset Sale Block will then be put in place in the amount of such Net Cash Proceeds)) and (y) as long as no Event of Default then exists or would be caused thereby, the Agent shall release the applicable Asset Sale Block or the applicable funds it then holds as Collateral pursuant to this clause (d) to the Borrower or the applicable Subsidiary upon a written request (received by the Agent within one hundred twenty (120) days of the applicable sale) from the Borrower requesting that such Asset Sale Block or funds be promptly released by the Agent and representing and warranting to the Agent and the Lenders that the applicable funds are going to be used promptly upon such release or receipt thereof by the Borrower or the applicable Subsidiary to purchase assets to replace the applicable worn out assets), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons Person which own only any Tropical Farms)) and Capital Stock of any Subsidiary of the Borrower) that are no longer needed or useful in such Person's operations or as long as (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's operations; provided, that in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (Ai) at least seventy-five percent (75%) of the consideration received by CBI the Borrower and its Subsidiaries is in the form of cash and Cash Equivalents, (Bii) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date date hereof does not exceed $20,000,000, (Ciii) the assets or Subsidiary so sold after the Original Closing Date date hereof will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of Xxxxxxxx 00December 31, 00002000, (Xiv) XXX the Borrower can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrowers Borrower would have been in compliance with the financial covenants set forth herein herein, and (E) CBI delivers promptly (but in any event no later than the later to occur of (xv) the delivery Borrower delivers a certificate executed by an authorized officer of the monthly compliance certificate for the fiscal month in which the sale occurred Borrower representing and (y) the thirtieth (30/th/) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) warranting to the Agent and the Lenders that the conditions set forth in clauses (Ai) through (Div) of this paragraph clause (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also ------------ indicate the minimum amount of the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by CBI and its Subsidiaries (to Persons other than CBI or its Subsidiaries) during the then most recently completed fiscal year of CBI (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) CBI delivers a certificate executed by an authorized officer of CBI representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that the Net Cash Proceeds of each such sale of a Tropical Farm or equity interests shall be reinvested by the applicable selling entity in the ordinary course of business within 120 days of receipt of such Net Cash Proceeds to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms), or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)); (i) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, by any member of the Xxxxxxxx Fresh German Group of its assets (and equity interests in Persons which own only Xxxxxxxx Fresh German Group members) as long as: (i) if, and to the extent that, the aggregate Net Cash Proceeds of all such sales occurring after the Closing Date (A) are less than $2,000,000, such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder), (B) are greater than or equal to $2,000,000 but less than or equal to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi); and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon representing and warranting to the Agent and the Lenders that the conditions set forth in clause (i) of this Section 9.3(i) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Xxxxxxxx Fresh German Group asset or equity interests; (j) (i) the transactions set forth in Schedule 9.3A hereto, (ii) the disposition on or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that certain Purchase Agreement by and among Seneca Foods Corporation ("Seneca"), CBII and Friday Holdings, L.L.C. ("Friday Holdings"), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March ___ , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "CPF Purchase Agreement"), for a purchase price equal to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the "Seneca Shares"), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriqui Land Company Y Empresas Afines, Cooperativa de Servicios Multiples de Puerto Xxxxxxxxx, X.X. ("Coosemupar") and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "PAFCO Framework Agreement"), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the "PAFCO Investment"), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); and (k) sales by a Subsidiary, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of its assets or the equity interests or assets of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the selling Subsidiary is a signatory to the Covenant Compliance Agreement, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given to the Agent in writing within ten (10) Business Days prior to consummation of the sale and (6) such sale does not materially impair the Collateral taken as a whole or the value thereof to the Lenders. Notwithstanding the foregoing, the Borrowers shall not be required to pay to the Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if the sum of (i) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to the Agent is less than $1,000,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clause (d) or (h) above which have not been paid to the Agent (and, but for this paragraph, would be required to be paid to the Agent) equals or exceeds $1,000,000 (the "Aggregation Date"), all such proceeds which have not been paid to the Agent and which were received and not reinvested more than 120 days prior to the Aggregation Date must be paid to Agent within thirty (30) days after the end of the fiscal month in which the amount of unpaid proceeds received pursuant to sales or dispositions permitted pursuant to (d) or (h) above reaches $1,000,000. Notwithstanding anything to the contrary in this Section 9.3, each Borrower agrees that, unless the Term B Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its Subsidiaries to sell, pledge or assign (other than pursuant to the Credit Documents): (a) stock of Atcon, (b) stock of Euro Sub, (c) stock of Atlanta, (d) intercompany claims owing to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta from its Subsidiaries.percent

Restrictions on Transfer of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of CBIthe Borrower) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section SECTION 9.13, (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of CBIthe Borrower) used in a the Borrower's or a Subsidiary's business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out (it being agreed that (x) the Net Cash Proceeds of each such sale of worn out assets or Capital Stock shall be reinvested by the applicable selling entity in the ordinary course of business to replace such worn out assets or properties within 120 days of receipt of such Net Cash Proceeds, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ day following receipt thereof, be paid to the Agent and (A) applied to repay outstanding Revolving Loans pursuant to Sections 2.3(b)(iii(and if such Net Cash Proceeds are so applied, a block against Revolving Loans and Letters of Credit (an "Asset Sale Block") in the amount so applied shall be put in place) and (viB) to the extent there are not sufficient outstanding Revolving Loans then outstanding, held by the Agent as Collateral (PROVIDED, HOWEVER, that if the applicable sale was made by a Subsidiary which is not a Person organized under the laws of the United States of America (or a political subdivision thereof) and the Borrower in good faith believes that paying such Net Cash Proceeds to the Agent would expose the Borrower to tax liabilities that the Borrower would not otherwise have, as long as Availability is, at the time of the receipt of such Net Cash Proceeds by the Borrower or the applicable Subsidiary, at least equal to the amount of such Net Cash Proceeds (and the Borrower delivers a written statement representing and warranting to the Agent and the Lenders that each of such conditions then exist), the Borrower does not need to pay such Net Cash Proceeds to the Agent (and an Asset Sale Block will then be put in place in the amount of such Net Cash Proceeds)) and (y) as long as no Event of Default then exists or would be caused thereby, the Agent shall release the applicable Asset Sale Block or the applicable funds it then holds as Collateral pursuant to this clause (d) to the Borrower or the applicable Subsidiary upon a written request (received by the Agent within one hundred twenty (120) days of the applicable sale) from the Borrower requesting that such Asset Sale Block or funds be promptly released by the Agent and representing and warranting to the Agent and the Lenders that the applicable funds are going to be used promptly upon such release or receipt thereof by the Borrower or the applicable Subsidiary to purchase assets to replace the applicable worn out assets), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons Person which own only any Tropical Farms)) and Capital Stock of any Subsidiary of the Borrower) that are no longer needed or useful in such Person's operations or as long as (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's operations; provided, that in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (Ai) at least seventy-five percent (75%) of the consideration received by CBI the Borrower and its Subsidiaries is in the form of cash and Cash Equivalents, (Bii) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date date hereof does not exceed $20,000,00010,000,000, (Ciii) the assets or Subsidiary so sold after the Original Closing Date date hereof will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of Xxxxxxxx 00December 31, 00002000, (Xiv) XXX the Borrower can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrowers Borrower would have been in compliance with the financial covenants set forth herein herein, and (E) CBI delivers promptly (but in any event no later than the later to occur of (xv) the delivery Borrower delivers a certificate executed by an authorized officer of the monthly compliance certificate for the fiscal month in which the sale occurred Borrower representing and (y) the thirtieth (30/th/) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) warranting to the Agent and the Lenders that the conditions set forth in clauses (Ai) through (Div) of this paragraph clause (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule SCHEDULE 9.3 (which schedule shall also indicate the minimum amount of the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by CBI the Borrower and its Subsidiaries (to Persons other than CBI the Borrower or its Subsidiariesa Subsidiary) during the then most recently completed fiscal year of CBI the Borrower (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) CBI the Borrower delivers a certificate executed by an authorized officer of CBI the Borrower representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that (x) the Net Cash Proceeds of each such sale of a Tropical Farm or equity interests shall be reinvested paid to the Agent and (A) applied to repay outstanding Revolving Loans (and if such Net Cash Proceeds are so applied, a block against Revolving Loans and Letters of Credit (a "Farm Sale Block") in the amount so applied shall be put in place) and (B) to the extent there are not sufficient outstanding Revolving Loans then outstanding, held by the applicable selling entity Agent as Collateral (PROVIDED, HOWEVER, that if the Borrower in good faith believes that paying such Net Cash Proceeds to the ordinary course Agent would expose the Borrower to tax liabilities that the Borrower would not otherwise have, as long as Availability is, at the time of business within 120 days of the receipt of such Net Cash Proceeds by the Borrower or the applicable Subsidiary, at least equal to the amount of such Net Cash Proceeds (and the Borrower delivers a written statement representing and warranting to the Agent and the Lenders that each of such conditions then exists), the Borrower does not need to pay such Net Cash Proceeds to the Agent (and a Farm Sale Block will then be put in place in the amount of such Net Cash Proceeds)) and (y) as long as no Event of Default then exists or would be caused thereby, the Agent shall release the applicable Farm Sale Block or the applicable funds it then holds as Collateral pursuant to this clause (h) to the Borrower or the applicable Subsidiary upon a written request (received by the Agent within one hundred twenty (120) days of the applicable sale) from the Borrower requesting that such Farm Sale Block or funds be promptly released by the Agent and representing and warranting to the Agent and the Lenders that the applicable funds are going to be used promptly upon such release or receipt thereof by the Borrower or the applicable Subsidiary) to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms), ) or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi));and (i) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, by any member of the Xxxxxxxx Fresh German Group of its assets (and equity interests in Persons which own only Xxxxxxxx Fresh German Group members) as long as: (i) if, and to the extent that, the aggregate Net Cash Proceeds of all such sales occurring after the Closing Date (A) are less than $2,000,000, such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder), (B) are greater than or equal to $2,000,000 but less than or equal to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi); and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon representing and warranting to the Agent and the Lenders that the conditions set forth in clause (i) of this Section 9.3(i) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Xxxxxxxx Fresh German Group asset or equity interests; (j) (i) the transactions set forth in Schedule SCHEDULE 9.3A hereto. Any Asset Sale Block , (ii) the disposition on Farm Sale Block or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that certain Purchase Agreement by and among Seneca Foods Corporation ("Seneca"), CBII and Friday Holdings, L.L.C. ("Friday Holdings"), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March ___ , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing amounts held by the Agent and the Aggregate Required Lenders (the "CPF Purchase Agreement"), for a purchase price equal as Collateral pursuant to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the "Seneca Shares"), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriqui Land Company Y Empresas Afines, Cooperativa de Servicios Multiples de Puerto Xxxxxxxxx, X.X. ("Coosemupar") and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are this SECTION 9.3 not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing released by the Agent and the Aggregate Required Lenders (the "PAFCO Framework Agreement"), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment described in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the "PAFCO Investment"), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); and (k) sales by a Subsidiary, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of its assets or the equity interests or assets of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the selling Subsidiary is a signatory to the Covenant Compliance Agreement, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given to the Agent in writing within ten (10) Business Days prior to consummation of the sale and (6) such sale does not materially impair the Collateral taken as a whole or the value thereof to the Lenders. Notwithstanding the foregoing, the Borrowers shall not be required to pay to the Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if within one hundred twenty (120) days of the sum applicable sale shall constitute Net Cash Proceeds from an Asset Disposition and shall, in accordance with SECTION 2.3, be applied to prepay Loans (and to the extent such prepayment relates to any amount of an Asset Sale Block or Farm Sale Block not so released (ia) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for Borrower shall be deemed to have requested a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to the Agent is less than $1,000,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clause (d) or (h) above which have not been paid to the Agent (and, but for this paragraph, would be required to be paid to the Agent) equals or exceeds $1,000,000 (the "Aggregation Date"), all such proceeds which have not been paid to the Agent and which were received and not reinvested more than 120 days prior to the Aggregation Date must be paid to Agent within thirty (30) days after the end of the fiscal month Revolving Loan in which the amount of unpaid proceeds received pursuant to sales the applicable Asset Sale Block or dispositions permitted pursuant to (d) or (h) above reaches $1,000,000. Notwithstanding anything to the contrary in this Section 9.3, each Borrower agrees that, unless the Term B Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its Subsidiaries to sell, pledge or assign (other than pursuant to the Credit Documents): (a) stock of AtconFarm Sale Block, (b) stock of Euro Subsuch applicable Asset Sale Block or Farm Sale Block shall be released to permit Revolving Loans to be made, and (c) stock of Atlanta, (d) intercompany claims owing the requested Revolving Loans shall be made and the proceeds thereof shall be applied to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta from its Subsidiariesprepay Loans in accordance with SECTION 2.3).

Restrictions on Transfer of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of CBI) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section 9.13, (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of CBI) used in a Borrower's ’s or a Subsidiary's ’s business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out (it being agreed that the Net Cash Proceeds of each such sale of worn out assets or Capital Stock shall be reinvested by the applicable selling entity in the ordinary course of business to replace such worn out assets or properties within 120 days of receipt of such Net Cash Proceeds, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ 121st day following receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons which own only Tropical Farms)) that are no longer needed or useful in such Person's ’s operations or (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's ’s operations; provided, that in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (A) at least seventy-five percent (75%) of the consideration received by CBI and its Subsidiaries is in the form of cash and Cash Equivalents, (B) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date does not exceed $20,000,000, (C) the assets or Subsidiary so sold after the Original Closing Date will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of Xxxxxxxx 00, 0000, (X) XXX can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrowers would have been in compliance with the financial covenants set forth herein and (E) CBI delivers promptly (but in any event no later than the later to occur of (x) the delivery of the monthly compliance certificate for the fiscal month in which the sale occurred and (y) the thirtieth (30/th/30th) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) to the Agent and the Lenders that the conditions set forth in clauses (A) through (D) of this paragraph (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also indicate the minimum amount of the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by CBI and its Subsidiaries (to Persons other than CBI or its Subsidiaries) during the then most recently completed fiscal year of CBI (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) CBI delivers a certificate executed by an authorized officer of CBI representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that the Net Cash Proceeds of each such sale of a Tropical Farm or equity interests shall be reinvested by the applicable selling entity in the ordinary course of business within 120 days of receipt of such Net Cash Proceeds to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms), or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ 121st day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)); (i) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, by any member of the Xxxxxxxx Fresh German Group of its assets (and equity interests in Persons which own only Xxxxxxxx Fresh German Group members) as long as: (i) if, and to the extent that, the aggregate Net Cash Proceeds of all such sales occurring after the Closing Date (A) are less than $2,000,000, such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder), (B) are greater than or equal to $2,000,000 but less than or equal to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi); and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon representing and warranting to the Agent and the Lenders that the conditions set forth in clause (i) of this Section 9.3(i) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Xxxxxxxx Fresh German Group asset or equity interests; (j) (i) the transactions set forth in Schedule 9.3A hereto, (ii) the disposition on or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that certain Purchase Agreement by and among Seneca Foods Corporation ("“Seneca"”), CBII and Friday Holdings, L.L.C. ("“Friday Holdings"”), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March ___ , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "“CPF Purchase Agreement"”), for a purchase price equal to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the "“Seneca Shares"”), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriqui Chiriquí Land Company Y Empresas Afines, Cooperativa de Servicios Multiples Múltiples de Puerto Xxxxxxxxx, X.X. ("“Coosemupar"”) and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "“PAFCO Framework Agreement"”), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the "“PAFCO Investment"”), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); and (k) sales by a Subsidiary, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of its assets or the equity interests or assets of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the selling Subsidiary is a signatory to the Covenant Compliance Agreement, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given to the Agent in writing within ten (10) Business Days prior to consummation of the sale and (6) such sale does not materially impair the Collateral taken as a whole or the value thereof to the Lenders. Notwithstanding the foregoing, the Borrowers shall not be required to pay to the Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if the sum of (i) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to the Agent is less than $1,000,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clause (d) or (h) above which have not been paid to the Agent (and, but for this paragraph, would be required to be paid to the Agent) equals or exceeds $1,000,000 (the "“Aggregation Date"”), all such proceeds which have not been paid to the Agent and which were received and not reinvested more than 120 days prior to the Aggregation Date must be paid to Agent within thirty (30) days after the end of the fiscal month in which the amount of unpaid proceeds received pursuant to sales or dispositions permitted pursuant to (d) or (h) above reaches $1,000,000. Notwithstanding anything to the contrary in this Section 9.3, each Borrower agrees that, unless the Term B Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its Subsidiaries to sell, pledge or assign (other than pursuant to the Credit Documents): (a) stock of Atcon, (b) stock of Euro Sub, (c) stock of Atlanta, (d) intercompany claims owing to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta from its Subsidiaries.

Restrictions on Transfer of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of CBI) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section 9.13, (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of CBI) used in a Borrower's ’s or a Subsidiary's ’s business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out (it being agreed that the Net Cash Proceeds of each such sale of worn out assets or Capital Stock shall be reinvested by the applicable selling entity in the ordinary course of business to replace such worn out assets or properties within 120 days of receipt of such Net Cash Proceeds, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ 121st day following receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons which own only Tropical Farms)) that are no longer needed or useful in such Person's ’s operations or (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's ’s operations; provided, that as long as in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (Ai) at least seventy-five percent (75%) of the consideration received by CBI and its Subsidiaries is in the form of cash and Cash Equivalents, (Bii) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date does not exceed $20,000,000, (Ciii) the assets or Subsidiary so sold after the Original Closing Date will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of Xxxxxxxx 00December 31, 00002000, (Xiv) XXX CBI can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrowers would have been in compliance with the financial covenants set forth herein herein, and (Ev) CBI delivers promptly (but in any event no later than the later to occur a certificate executed by an authorized officer of (x) the delivery of the monthly compliance certificate for the fiscal month in which the sale occurred CBI representing and (y) the thirtieth (30/th/) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) warranting to the Agent and the Lenders that the conditions set forth in clauses (Ai) through (Div) of this paragraph clause (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also indicate the minimum amount of the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by CBI and its Subsidiaries (to Persons other than CBI or its Subsidiaries) during the then most recently completed fiscal year of CBI (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) CBI delivers a certificate executed by an authorized officer of CBI representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that the Net Cash Proceeds of each such sale of a Tropical Farm or equity interests shall be reinvested by the applicable selling entity in the ordinary course of business within 120 days of receipt of such Net Cash Proceeds to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms), or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ 121st day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)); (i) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, by any member of the Xxxxxxxx Cxxxxxxx Fresh German Group of its assets (and equity interests in Persons which own only Xxxxxxxx Cxxxxxxx Fresh German Group members) as long as: (i) if, and to the extent that, the aggregate Net Cash Proceeds of all such sales occurring after the Closing Date (A) are less than $2,000,000, such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Cxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder), (B) are greater than or equal to $2,000,000 but less than or equal to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Cxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi); and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon representing and warranting to the Agent and the Lenders that the conditions set forth in clause (i) of this Section 9.3(i) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Xxxxxxxx Cxxxxxxx Fresh German Group asset or equity interests; (j) (i) the transactions set forth in Schedule 9.3A hereto, (ii) the disposition on or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that certain Purchase Agreement by and among Seneca Foods Corporation ("“Seneca"”), CBII and Friday Holdings, L.L.C. ("“Friday Holdings"”), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March ___ , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "“CPF Purchase Agreement"”), for a purchase price equal to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the "“Seneca Shares"”), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriqui Chiriquí Land Company Y Empresas Afines, Cooperativa de Servicios Multiples Múltiples de Puerto XxxxxxxxxAxxxxxxxx, X.X. ("“Coosemupar"”) and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing by the Agent and the Aggregate Required Lenders (the "“PAFCO Framework Agreement"”), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the "“PAFCO Investment"”), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); and (k) sales by a Subsidiary, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of its assets or the equity interests or assets of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the selling Subsidiary is a signatory to the Covenant Compliance Agreement, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given to the Agent in writing within ten (10) Business Days prior to consummation of the sale and (6) such sale does not materially impair the Collateral taken as a whole or the value thereof to the Lenders. Notwithstanding the foregoing, the Borrowers shall not be required to pay to the Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if the sum of (i) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to the Agent is less than $1,000,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clause (d) or (h) above which have not been paid to the Agent (and, but for this paragraph, would be required to be paid to the Agent) equals or exceeds $1,000,000 (the "“Aggregation Date"”), all such proceeds which have not been paid to the Agent and which were received and not reinvested more than 120 days prior to the Aggregation Date must be paid to Agent within thirty (30) days after the end of the fiscal month in which the amount of unpaid proceeds received pursuant to sales or dispositions permitted pursuant to (d) or (h) above reaches $1,000,000. Notwithstanding anything to the contrary in this Section 9.3, each Borrower agrees that, unless the Term B Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its Subsidiaries to sell, pledge or assign (other than pursuant to the Credit Documents): (a) stock of Atcon, (b) stock of Euro Sub, (c) stock of Atlanta, (d) intercompany claims owing to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta from its Subsidiaries.

Restrictions on Transfer of Assets. Sell, lease, assign, transfer or otherwise dispose of any assets (including Intellectual Property and the Capital Stock of any Subsidiary of CBIthe Borrower) other than: (a) sales of Inventory in the ordinary course of business, (b) sale-leaseback transactions (involving assets other than Proprietary Rights), when the applicable selling entity receives fair market value for the sale and which are permitted by Section 9.13,, ------------ (c) transfers (other than of Proprietary Rights) to a Secured Credit Party, (d) sales in the ordinary course of business, when the applicable selling entity receives fair market value for the sale of (i) assets or properties (other than Inventory, Proprietary Rights or Capital Stock of any Subsidiary of CBIthe Borrower) used in a the Borrower's or a Subsidiary's business that are worn out or (ii) the Capital Stock of a Subsidiary, if such Subsidiary owns only assets which are worn out (it being agreed that (x) the Net Cash Proceeds of each such sale of worn out assets or Capital Stock shall be reinvested by the applicable selling entity in the ordinary course of business to replace such worn out assets or properties within 120 days of receipt of such Net Cash Proceeds, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ day following receipt thereof, be paid to the Agent and (A) applied to repay outstanding Revolving Loans pursuant to Sections 2.3(b)(iii(and if such Net Cash Proceeds are so applied, a block against Revolving Loans and Letters of Credit (an "Asset Sale Block") in the amount so applied shall be put in place) and (viB) to the extent there are not sufficient outstanding Revolving Loans then outstanding, held by the Agent as Collateral (provided, however, that if the applicable sale was made by a Subsidiary which --------- ------- is not a Person organized under the laws of the United States of America (or a political subdivision thereof) and the Borrower in good faith believes that paying such Net Cash Proceeds to the Agent would expose the Borrower to tax liabilities that the Borrower would not otherwise have, as long as Availability is, at the time of the receipt of such Net Cash Proceeds by the Borrower or the applicable Subsidiary, at least equal to the amount of such Net Cash Proceeds (and the Borrower delivers a written statement representing and warranting to the Agent and the Lenders that each of such conditions then exist), the Borrower does not need to pay such Net Cash Proceeds to the Agent (and an Asset Sale Block will then be put in place in the amount of such Net Cash Proceeds)) and (y) as long as no Event of Default then exists or would be caused thereby, the Agent shall release the applicable Asset Sale Block or the applicable funds it then holds as Collateral pursuant to this clause (d) to the Borrower or the applicable Subsidiary upon a written request (received by the Agent within one hundred twenty (120) days of the applicable sale) from the Borrower requesting that such Asset Sale Block or funds be promptly released by the Agent and representing and warranting to the Agent and the Lenders that the applicable funds are going to be used promptly upon such release or receipt thereof by the Borrower or the applicable Subsidiary to purchase assets to replace the applicable worn out assets), (e) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of (i) assets (other than Accounts, Proprietary Rights, general intangibles or Tropical Farms (or equity interests in Persons Person which own only any Tropical Farms)) and Capital Stock of any Subsidiary of the Borrower) that are no longer needed or useful in such Person's operations or as long as (ii) the Capital Stock of a Subsidiary, if such Subsidiary is, or owns only assets which are, no longer needed or useful in such Person's operations; provided, that in any instance where the aggregate consideration received by CBI and its Subsidiaries exceeds $500,000, (Ai) at least seventy-five percent (75%) of the consideration received by CBI the Borrower and its Subsidiaries is in the form of cash and Cash Equivalents, (Bii) the aggregate consideration (including assumed debt) for all such sales (other than Second Amendment Sales) after the Original Closing Date date hereof does not exceed $20,000,00010,000,000, (Ciii) the assets or Subsidiary so sold after the Original Closing Date date hereof will not have contributed Consolidated EBITDA, over the four fiscal quarter period ending prior to the date of such sale, exceeding five percent (5%) of the Consolidated EBITDA as of Xxxxxxxx 00December 31, 00002000, (Xiv) XXX the Borrower can demonstrate that had such sale occurred immediately prior to the then most recently completed four fiscal quarter period, the Borrowers Borrower would have been in compliance with the financial covenants set forth herein herein, and (E) CBI delivers promptly (but in any event no later than the later to occur of (xv) the delivery Borrower delivers a certificate executed by an authorized officer of the monthly compliance certificate for the fiscal month in which the sale occurred Borrower representing and (y) the thirtieth (30/th/) day after the consummation of such sale) written notice (which notice may be delivered via email or through the monthly compliance certificate) warranting to the Agent and the Lenders that the conditions set forth in clauses (Ai) through (Div) of this paragraph clause (e) have been satisfied or complied with and that the applicable transferring entity received fair market value for the applicable assets, (f) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of the assets set forth on Schedule 9.3 (which schedule shall also indicate the minimum amount of ------------ the Loans that shall be repaid upon the sale of such assets) and which are made on a basis where the selling entity receives fair market value for the sale, (g) dispositions by Excluded Entities, (h) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of Tropical Farms (and equity interests in Persons which own only Tropical Farms) in the ordinary course of business as long as (i) no single sale (or series of related sales) is of property with a fair market value of greater than $5,000,000, (ii) all of such sales made after the Original Closing Date do not involve sales of property which produced bananas and plantains in an amount in excess of ten percent (10%) of the bananas and plantains sold by CBI and its Subsidiaries (to Persons other than CBI or its Subsidiaries) during the then most recently completed fiscal year of CBI (it being agreed that if a particular sale is permitted at the time it was made, it shall be permitted at all times thereafter) and (iii) CBI delivers a certificate executed by an authorized officer of CBI representing and warranting to the Agent and the Lenders that the conditions set forth in clauses (i) and (ii) of this clause (h) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Tropical Farm (it being agreed that the Net Cash Proceeds of each such sale of a Tropical Farm or equity interests shall be reinvested by the applicable selling entity in the ordinary course of business within 120 days of receipt of such Net Cash Proceeds to (1) acquire one or more Tropical Farms (or all of the equity in one or more entities that own only Tropical Farms), or (2) make a Capital Expenditure in an existing Tropical Farm owned by a Subsidiary in an amount (when added to the amount of all proceeds of the sales of Tropical Farms used to make Capital Expenditures after the Original Closing Date) not to exceed $2,500,000, and to the extent such Net Cash Proceeds have not been reinvested within such 120 days, such Net Cash Proceeds shall, on the 121/st/ day after receipt thereof, be paid to the Agent and applied to repay outstanding Loans pursuant to Sections 2.3(b)(iii) and (vi)); (i) sales, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, by any member of the Xxxxxxxx Fresh German Group of its assets (and equity interests in Persons which own only Xxxxxxxx Fresh German Group members) as long as: (i) if, and to the extent that, the aggregate Net Cash Proceeds of all such sales occurring after the Closing Date (A) are less than $2,000,000, such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder), (B) are greater than or equal to $2,000,000 but less than or equal to $5,000,000, such Net Cash Proceeds are used as follows: (1) 50% of such Net Cash Proceeds shall be used as the applicable Xxxxxxxx Fresh German Group member deems appropriate (and as otherwise permitted hereunder) and (2) 50% of such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi) and (C) are greater than $5,000,000, such Net Cash Proceeds shall be used to repay outstanding Term B Loans pursuant to Section 2.3(b)(vi); and (ii) Atcon delivers a certificate executed by an authorized officer of Atcon representing and warranting to the Agent and the Lenders that the conditions set forth in clause (i) of this Section 9.3(i) have been satisfied or complied with and that the applicable selling entity received fair market value for the applicable Xxxxxxxx Fresh German Group asset or equity interests; (j) (i) the transactions set forth in Schedule 9.3A hereto. ------------- Any Asset Sale Block , (ii) the disposition on Farm Sale Block or before July 31, 2003, of 100% of the limited liability company interests in CPF, pursuant to and in accordance with the terms set forth in that certain Purchase Agreement by and among Seneca Foods Corporation ("Seneca"), CBII and Friday Holdings, L.L.C. ("Friday Holdings"), dated as of March 6, 2003, as amended by that certain Amendment No. 1 to Purchase Agreement, dated as of March ___ , 2003, but without giving effect to any other modifications, amendments or restatements thereto except for those (x) which are not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing amounts held by the Agent and the Aggregate Required Lenders (the "CPF Purchase Agreement"), for a purchase price equal as Collateral pursuant to One Hundred Ten Million Dollars ($110,000,000) in cash (subject to adjustment as provided in the CPF Purchase Agreement) and Nine Hundred Sixty Seven Thousand Seven Hundred Forty Two (967,742) shares of Convertible Preferred Stock Series 2003 of Seneca (such shares received in connection with the CPF Sale, the "Seneca Shares"), (iii) the disposition of any or all of the Seneca Shares by Friday Holdings or CBI which is consummated while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, and (iv) the disposition on or before July 31, 2003, of all or substantially all of the banana plantation assets of PAFCO, in a transaction that is substantially consistent with the terms set forth in that certain Framework Agreement by and among Sindicato Industrial de Chiriqui Land Company Y Empresas Afines, Cooperativa de Servicios Multiples de Puerto Xxxxxxxxx, X.X. ("Coosemupar") and PAFCO, dated as of April 25, 2003, but without giving effect to any modifications, amendments or restatements thereto except for those (x) which are this Section 9.3 not materially adverse to CBI, any Subsidiary, any Lender or the Agent or (y) consented to in writing released by the Agent and the Aggregate Required Lenders (the "PAFCO Framework Agreement"), for a purchase price equal to approximately Nineteen Million Eight Hundred Thousand Dollars ($19,800,000), subject to adjustment as contemplated by the PAFCO Framework Agreement which is, together with the PAFCO Loan and an additional indirect investment described ----------- in PAFCO to be made by CBI or one of its Subsidiaries of up to Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000) (the "PAFCO Investment"), used to satisfy in full any and all severance, bonus and similar obligations of CBI and its Subsidiaries with respect to the operations of PAFCO and used to satisfy in full, other than with respect to PAFCO, other direct or indirect, contingent or liquidated liabilities of CBI and its Subsidiaries with respect to the operations of PAFCO (except for future obligations to purchase fruit or to provide agricultural service support on an arms-length basis); and (k) sales by a Subsidiary, made while no Default or Event of Default has occurred and is continuing and as long as no Default or Event of Default would result therefrom, of its assets or the equity interests or assets of any of its Subsidiaries to another Subsidiary, as long as: (1) if the selling Subsidiary is a Secured Credit Party, the buying Subsidiary shall be CBI or a Secured Credit Party, (2) if the selling Subsidiary is a Guarantor, the buying Subsidiary shall be CBI, a Secured Credit Party or a Guarantor, (3) if the selling Subsidiary is a signatory to the Covenant Compliance Agreement, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor or a Subsidiary that is also a party to the Covenant Compliance Agreement, and (4) if the selling Subsidiary is an Excluded Entity, the buying Subsidiary shall be CBI, a Secured Credit Party, a Guarantor, a Subsidiary party to the Covenant Compliance Agreement or an Excluded Entity, (5) notice of any such sale is given to the Agent in writing within ten (10) Business Days prior to consummation of the sale and (6) such sale does not materially impair the Collateral taken as a whole or the value thereof to the Lenders. Notwithstanding the foregoing, the Borrowers shall not be required to pay to the Agent any asset proceeds obtained from a sale or disposition made pursuant to the terms of clause (d) or (h) above if within one hundred twenty (120) days of the sum applicable sale shall constitute Net Cash Proceeds from an Asset Disposition and shall, in accordance with Section 2.3, be applied to prepay Loans (and to the ----------- extent such prepayment relates to any amount of an Asset Sale Block or Farm Sale Block not so released (ia) the aggregate amount of such proceeds plus (ii) the aggregate amount of all proceeds previously received as consideration for Borrower shall be deemed to have requested a sale or disposition permitted pursuant to clause (d) or (h) above that have not already been paid to the Agent is less than $1,000,000; provided however, that once the sum of all proceeds received pursuant to sales permitted pursuant to clause (d) or (h) above which have not been paid to the Agent (and, but for this paragraph, would be required to be paid to the Agent) equals or exceeds $1,000,000 (the "Aggregation Date"), all such proceeds which have not been paid to the Agent and which were received and not reinvested more than 120 days prior to the Aggregation Date must be paid to Agent within thirty (30) days after the end of the fiscal month Revolving Loan in which the amount of unpaid proceeds received pursuant to sales the applicable Asset Sale Block or dispositions permitted pursuant to (d) or (h) above reaches $1,000,000. Notwithstanding anything to the contrary in this Section 9.3, each Borrower agrees that, unless the Term B Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its Subsidiaries to sell, pledge or assign (other than pursuant to the Credit Documents): (a) stock of AtconFarm Sale Block, (b) stock of Euro Subsuch applicable Asset Sale Block or Farm Sale Block shall be released to permit Revolving Loans to be made, and (c) stock of Atlanta, (d) intercompany claims owing the requested Revolving Loans shall be made and the proceeds thereof shall be applied to Atcon from Euro Sub, (e) intercompany claims owing to Euro Sub from Atlanta and its Subsidiaries and (f) intercompany claims owing to Atlanta from its Subsidiaries.prepay Loans in accordance with Section 2.3). -----------