Common use of Sale or Transfer of Assets; Suspension of Business Operations Clause in Contracts

Sale or Transfer of Assets; Suspension of Business Operations. No Borrower will sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds), (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6), or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business or liquidate, dissolve or suspend business operations. In the case of a sale of the assets or stock of Space Vector Corporation in accordance with this Section 7.6, the Lender will release or terminate the Security Interest with respect to the assets of Space Vector Corporation. Notwithstanding the foregoing, except during any Default Period, any Borrower may transfer its property to any other Borrower provided that prior to such transfer (x) the Borrower Agent gives written notice to the Lender of the proposed transfer, (y) Borrowers provide any financing statements and/or fixture filings necessary to perfect and continue perfected the Security Interest, and (z) simultaneous with such transfer, the Borrowers make any mandatory prepayment that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any Borrower may sell obsolete or worn-out Equipment without the Lender's consent so long as the proceeds from the sale of obsolete or worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all of the Borrowers in the aggregate. No Borrower will in any manner transfer any property without prior or present receipt of cash or property that is equal to or greater than the fair market value of any such transferred property.

Sale or Transfer of Assets; Suspension of Business Operations. No Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds)Subsidiary, (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6)assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $500,000 or $100,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations. In Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the case ordinary course of a sale Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, other than Immaterial Intellectual Property Rights, to lapse. If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the assets ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank for application to the Obligations. Bank hereby agrees that in the event Borrower licenses or stock sublicenses any Intellectual Property Rights pursuant to the terms of Space Vector Corporation in accordance with this Section 7.66.19, the Lender will release following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or terminate the Security Interest remedies hereunder or under any other Loan Document with respect to the assets of Space Vector Corporation. Notwithstanding the foregoinglicensed or sublicensed Intellectual Property Rights, except during including a foreclosure under any Default PeriodSecurity Document, any Borrower may transfer its property to any other Borrower provided that prior to such transfer (x) the Borrower Agent gives written notice to the Lender of the proposed transfer, (y) Borrowers provide any financing statements and/or fixture filings necessary to perfect and continue perfected the Security Interest, and (z) simultaneous with such transfer, the Borrowers make any mandatory prepayment that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any Borrower may sell obsolete or worn-out Equipment without the Lender's consent so long as there shall then exist no breach, default, or event of default on the proceeds from the sale of obsolete or worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all part of the Borrowers related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided in the aggregate. No Borrower will in any manner transfer any property without prior license or present receipt sublicense, Bank shall not extinguish or terminate the interest of cash the licensee or property that is equal to or greater than the fair market value sublicensee, as applicable, by reason of any such transferred propertyforeclosure.

Sale or Transfer of Assets; Suspension of Business Operations. No The Borrower will not sell, lease, assign, transfer or otherwise dispose (collectively, a "Transfer") of (i) the stock of any Subsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds)Subsidiary, (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6)assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than Permitted Transfers and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower's Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers. As used herein, "Permitted Transfers" means (i) the sale of Inventory in the ordinary course of business or liquidate, dissolve or suspend business operations. In the case of a sale of the assets or stock of Space Vector Corporation in accordance with this Section 7.6, the Lender will release or terminate the Security Interest with respect to the assets of Space Vector Corporation. Notwithstanding the foregoing, except during any Default Period, any Borrower may transfer its property to any other Borrower provided that prior to such transfer (x) the Borrower Agent gives written notice to the Lender of the proposed transferBorrower's business, (yii) Borrowers provide any financing statements and/or fixture filings necessary to perfect and continue perfected the Security Interest, and (z) simultaneous with such transfer, the Borrowers make any mandatory prepayment that may be required in accordance with Section 2.14 as a result Transfers of such transfer. In addition, any Borrower may sell obsolete or worn-out or obsolete Equipment; (iii) Transfers of Equipment without between and among the Lender's consent so long as Borrower; (iv) Transfers by the proceeds from Borrower to non-Borrower Subsidiaries of Equipment the sale book value of obsolete or worn-out Equipment pursuant to this sentence do which does not exceed $250,000 20,000 individually or $30,000 in the aggregate in any fiscal year for all of the Borrowers Borrower, and (v) Transfers of cash to satisfy the Borrower's trade payables and other obligations, made by the Borrower in the aggregate. No Borrower will ordinary course of the Borrower's business and not otherwise prohibited herein or in any manner transfer any property without prior or present receipt of cash or property that is equal to or greater than the fair market value of any such transferred propertyLoan Document.

Sale or Transfer of Assets; Suspension of Business Operations. No BNC and Borrower will not, and will not permit any other Credit Party to, sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary (except other than Director’s qualifying shares issued in BNC or shares of a Foreign Subsidiary (that Pemco Aeroplex, Inc. may sell all (but do not less than all) dilute or affect Lender’s pledge of the stock of Space Vector Corporation provided Equity Interests in the proceeds of such sale (AForeign Subsidiary) are sufficient required or deemed advisable to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed be issued to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceedsforeign national in connection with any Foreign Subsidiary), (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially a “substantial part” shall be triggered if the value of any contemplated sale, lease, assignment, transfer or other disposition when aggregated all other similar transactions occurring in any fiscal year would exceed five percent (but not less than substantially all5%) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6then applicable Book Net Worth), or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business or the disposition of Equipment (other than Eligible Equipment or any other Equipment financed with an Equipment Term Advance) that is used, obsolete, worn out or surplus (the proceeds of which shall be paid to reduce the Obligations unless used immediately for the purchase of like Equipment) and will not liquidate, dissolve or suspend business operations. In the case of a sale of the assets or stock of Space Vector Corporation in accordance with this Section 7.6, the Lender will release or terminate the Security Interest with respect to the assets of Space Vector Corporation. Notwithstanding the foregoing, except during that any Default PeriodSubsidiary that is an Inactive Subsidiary may liquidate or dissolve if (i) BNC determines in good faith that such liquidation or dissolution is in the best interests of BNC, any Borrower may transfer its property to any other Borrower provided that prior to such transfer (xii) the Borrower Agent gives written notice to the Lender of the proposed transfer, (y) Borrowers provide any financing statements and/or fixture filings necessary to perfect and continue perfected the Security Interestliquidation or dissolution shall not have a Material Adverse Effect, and (ziii) simultaneous with any assets of the Inactive Subsidiary are distributed to Borrower. For purposes of the preceding sentence, no Snubbing Unit shall be deemed part of Borrower’s Inventory. BNC and Borrower will not, and will not permit the other Credit Parties to, transfer any part of a Credit Party’s ownership interest in any Intellectual Property Rights and will not permit any agreement under which such transferCredit Party has licensed Licensed Intellectual Property to lapse, except that a Credit Party may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the Borrowers make applicable Intellectual Property Rights are no longer useful in its business. If BNC or Borrower transfers any mandatory prepayment Intellectual Property Rights for value, BNC and Borrower will pay over the proceeds to Lender for application to the Obligations. BNC and Borrower will not license any other Person to use any of Borrower’s Intellectual Property Rights, except that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any Borrower may sell obsolete or worn-out Equipment without the Lender's consent so long as the proceeds from the sale of obsolete or worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all of the Borrowers grant licenses in the aggregateordinary course of its business in connection with sales of Inventory or provision of services to its customers. No Borrower will in not, and will not permit any manner other Credit Party, to transfer any property without prior or present receipt assets of cash or property that is equal a Credit Party to or greater than the fair market value of any such transferred propertyan Inactive Subsidiary.

Sale or Transfer of Assets; Suspension of Business Operations. No Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds)Subsidiary, (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6)assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $750,000 or $250,000 for any individual asset. Borrower will not liquidate, dissolve or suspend business operations. In Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the case ordinary course of a sale Borrower’s business. Borrower will not permit any agreement under which it has licensed Licensed Intellectual Property, other than Immaterial Intellectual Property Rights, to lapse. If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the assets ordinary course of Borrower’s business, Borrower will pay over the proceeds to Bank for application to the Obligations. Bank hereby agrees that in the event Borrower licenses or stock sublicenses any Intellectual Property Rights pursuant to the terms of Space Vector Corporation in accordance with this Section 7.66.19, the Lender will release following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or terminate the Security Interest remedies hereunder or under any other Loan Document with respect to the assets of Space Vector Corporation. Notwithstanding the foregoinglicensed or sublicensed Intellectual Property Rights, except during including a foreclosure under any Default PeriodSecurity Document, any Borrower may transfer its property to any other Borrower provided that prior to such transfer (x) the Borrower Agent gives written notice to the Lender of the proposed transfer, (y) Borrowers provide any financing statements and/or fixture filings necessary to perfect and continue perfected the Security Interest, and (z) simultaneous with such transfer, the Borrowers make any mandatory prepayment that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any Borrower may sell obsolete or worn-out Equipment without the Lender's consent so long as there shall then exist no breach, default, or event of default on the proceeds from the sale of obsolete or worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all part of the Borrowers related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided in the aggregate. No Borrower will in any manner transfer any property without prior license or present receipt sublicense, Bank shall not extinguish or terminate the interest of cash the licensee or property that is equal to or greater than the fair market value sublicensee, as applicable, by reason of any such transferred propertyforeclosure.

Sale or Transfer of Assets; Suspension of Business Operations. No (a) Other than the transfer of assets by WiseBuys to Xxxxxxx pursuant to the transaction described on Schedule 6.18 hereto, the Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds)Subsidiary, (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6)assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business or and will not liquidate, dissolve or suspend business operations. In the case of a sale of the assets or stock of Space Vector Corporation in accordance with this Section 7.6, the Lender will release or terminate the Security Interest with respect to the assets of Space Vector Corporation. Notwithstanding the foregoing, except during any Default Period, any Borrower may transfer its real property owned by it as of the date of this Agreement to any other Borrower Seaway Realty Holdings, LLC provided that prior to such transfer (v) no Default Period then exists, (w) Seaway Realty Holdings, LLC shall execute and deliver a Guaranty in favor of Lender, (x) Seaway Realty Holdings, LLC shall agree not to incur any Debt secured by such real estate other than (i) the Borrower Agent gives written notice to the Lender Debt existing as of the proposed transferdate of transfer of the real estate from Borrower and (ii) additional Debt secured by such real estate incurred after the date of this Agreement so long Seaway Realty Holdings, LLC shall remit the proceeds of such additional Debt to Lender for the Borrower's account immediately upon receipt of same, (y) Borrowers provide Seaway Realty Holdings, LLC shall agree to remit any financing statements and/or fixture filings necessary proceeds from any loss or condemnation of or from the sale or other disposition of any real property owned by it to perfect and continue perfected Lender for the Security InterestBorrower's account, provided, however Seaway Realty Holdings, LLC shall not be required to remit to Lender any lease payments received by it from Borrower, and (z) simultaneous with Seaway Realty Holdings, LLC shall execute and deliver a landlord's disclaimer and consent, in favor of Lender, in form and substance acceptable to Lender. (b) The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such transferrights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrowers make Borrower will pay over the proceeds to the Lender for application to the Indebtedness. The Borrower will not license any mandatory prepayment other Person to use any of the Borrower's Intellectual Property Rights, except that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any the Borrower may sell obsolete or worn-out Equipment without the Lender's consent so long as the proceeds from the sale of obsolete or worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all of the Borrowers grant licenses in the aggregate. No Borrower will ordinary course of its business in any manner transfer any property without prior connection with sales of Inventory or present receipt provision of cash or property that is equal services to or greater than the fair market value of any such transferred propertyits customers.

Sale or Transfer of Assets; Suspension of Business Operations. No Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds)Subsidiary, (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6)assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (v) the sale of Inventory in the ordinary course of business business, (w) dispositions of obsolete, surplus, worn or nonfunctional Equipment, (x) dispositions of cash or Cash Equivalents not otherwise prohibited under this Agreement, (y) transfers of Intellectual Property Rights as permitted under this Section 6.19 and (z) dispositions of other assets in any given fiscal year in an aggregate amount not to exceed $250,000. Borrower will not liquidate, dissolve or suspend business operations. In Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights except for transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the case ordinary course of a sale Borrower’s business. If Borrower transfers any Intellectual Property Rights for value, other than transfers of Immaterial Intellectual Property Rights and licensing or sublicensing of Intellectual Property Rights in the assets or stock ordinary course of Space Vector Corporation Borrower’s business, Borrower will pay over the proceeds to Bank for application to the Obligations in accordance with Section 2.5(b) hereof. Bank hereby agrees that in the event Borrower licenses or sublicenses any Intellectual Property Rights pursuant to the terms of this Section 7.66.19, the Lender will release following written demand of Borrower, Bank shall execute a form of estoppel reasonably acceptable in form and substance to Borrower and Bank pursuant to which Bank shall represent that upon its exercise of any of its rights or terminate the Security Interest remedies hereunder or under any other Loan Document with respect to the assets of Space Vector Corporation. Notwithstanding the foregoinglicensed or sublicensed Intellectual Property Rights, except during including a foreclosure under any Default PeriodSecurity Document, any Borrower may transfer its property to any other Borrower provided that prior to such transfer (x) the Borrower Agent gives written notice to the Lender of the proposed transfer, (y) Borrowers provide any financing statements and/or fixture filings necessary to perfect and continue perfected the Security Interest, and (z) simultaneous with such transfer, the Borrowers make any mandatory prepayment that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any Borrower may sell obsolete or worn-out Equipment without the Lender's consent so long as there shall then exist no breach, default, or event of default on the proceeds from the sale of obsolete or worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all part of the Borrowers related licensee or sublicensee, as applicable, which breach, default or event of default has continued beyond any cure periods provided in the aggregate. No Borrower will in any manner transfer any property without prior license or present receipt sublicense, Bank shall not extinguish or terminate the interest of cash the licensee or property that is equal to or greater than the fair market value sublicensee, as applicable, by reason of any such transferred propertyforeclosure.

Sale or Transfer of Assets; Suspension of Business Operations. No The Borrower will not sell, lease, assign, transfer or otherwise dispose of of, to any other Person, (i) the stock of any Subsidiary (except that Pemco Aeroplex, Inc. may sell all (but not less than all) of the stock of Space Vector Corporation provided the proceeds of such sale (A) are sufficient to repay in full all Advances made by the Lender to Space Vector Corporation and (B) in accordance with Section 6.10, are directed to a Collateral Account for such purpose, and the Lender shall release Space Vector Corporation from the Obligations at the time of receipt of such proceeds)Guarantor, (ii) all or a substantial part of its assets (except that Space Vector Corporation may sell substantially all (but not less than substantially all) of its assets provided the proceeds of such sale meet the requirements of clauses (i)(A) and (i)(B) of this Section 7.6)assets, or (iii) any Collateral assets or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than (A) the sale of Inventory in the ordinary course of the Borrower’s business consistent with past practices, (B) the sale of damaged or obsolete Equipment or (C) after the occurrence of a Security Event, the transfer of assets to a domestic Subsidiary as long as, prior to such transfer, the Lender holds a perfected first-priority security interest in all of the personal property of such Subsidiary pursuant to agreements, documents and instruments acceptable to the Lender in its sole discretion. The Borrower will not liquidate, dissolve or suspend business operations. In The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the case Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. After the occurrence of a sale of Security Event, if the assets or stock of Space Vector Corporation in accordance with this Section 7.6Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender will release or terminate for application to the Security Interest Obligations other than with respect to transactions in the assets ordinary course of Space Vector Corporationits business consistent with past practices. Notwithstanding The Borrower will not license any other Person (other than a Subsidiary of the foregoingBorrower) to use any of the Borrower’s Intellectual Property Rights, except during any Default Period, any that the Borrower may transfer grant licenses in the ordinary course of its property business consistent with past practices in connection with provision of services to any other Borrower provided that prior its customers.” 18. The Credit Agreement is hereby amended by adding a new Schedule 1.1 to such transfer (x) the Borrower Agent gives written notice to the Lender read in its entirety as set forth on Exhibit A hereto. 19. Schedule 6.3 of the proposed transferCredit Agreement is hereby amended by adding IBM Credit LLC, Blanket Lien, DE-SOS, filing date of March 10, 2004 and Filing Number 40716110. 20. Schedule 6.4 of the Credit Agreement is hereby amended by (yi) Borrowers provide any financing statements and/or fixture filings necessary adding under the heading “Indebtedness” the following: IBM Credit LLC, Revolving Trade Credit up to perfect $7,500,000, N/A, N/A and continue perfected the Security Interest, Blanket Lien and (zii) simultaneous replacing the information under the heading “Guaranties” with such transfer, the Borrowers make any mandatory prepayment that may be required in accordance with Section 2.14 as a result of such transfer. In addition, any Borrower may sell obsolete or worn-out Equipment without the Lender's consent so long as the proceeds from the sale of obsolete or worn-out Equipment pursuant to this sentence do not exceed $250,000 in any fiscal year for all of the Borrowers in the aggregate. No Borrower will in any manner transfer any property without prior or present receipt of cash or property that is equal to or greater than the fair market value of any such transferred property“NONE”.