Common use of Possession and Transfer of Collateral Clause in Contracts

Possession and Transfer of Collateral. (a) Unless a Fulfillment Event of Default exists hereunder, the Fulfillment Borrowers shall be entitled to possession or use of the Collateral (other than Instruments or Documents, Tangible Chattel Paper, Investment Property consisting of certificated securities and other Collateral required to be delivered to the Lender pursuant to this Section 6) and (b) unless a Distribution Event of Default exists hereunder, the Distribution Borrowers shall be entitled to possession or use of the Collateral (other than Instruments or Documents, Tangible Chattel Paper, Investment Property consisting of certificated securities and other Collateral required to be delivered to the Lender pursuant to this Section 6). The cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right of the Lender to retain the related Collateral for any other Obligations of the applicable Borrowers. The Borrowers shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral, except that the Borrowers may (i) sell Inventory in the ordinary course of business, (ii) dispose of any asset which is to be replaced, and is in fact replaced, within thirty (30) days with another asset performing the same or a similar function and (iii) make Dispositions in any fiscal year the net proceeds of which do not in the aggregate exceed (A) with respect to the Distribution Borrowers, $50,000 and (B.) with respect to the Fulfillment Borrowers, $150,000, provided, that the Borrowers may exceed such limits upon receipt of written consent thereto from the Lender.

Possession and Transfer of Collateral. (a) Unless a Fulfillment an Event of Default exists hereunder, the Fulfillment Borrowers Borrower shall be entitled to possession or use of the Collateral (other than except that Borrower shall deliver to Lender Instruments or DocumentsDocuments with an individual value in excess of $50,000.00, Tangible Chattel Paper, Investment Property consisting Paper with an individual value in excess of certificated securities and other Collateral required to be delivered to the Lender pursuant to this Section 6) and (b) unless a Distribution Event of Default exists hereunder, the Distribution Borrowers shall be entitled to possession or use of the Collateral (other than Instruments or Documents, Tangible Chattel Paper$50,000.00, Investment Property consisting of certificated securities and other Collateral required to be delivered to the Lender pursuant to this Section 6). The cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right of the Lender to retain the related Collateral for any other Obligations of the applicable BorrowersObligations. The Borrowers Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the CollateralCollateral (collectively “Dispose” (“Disposition” shall have the meaning correlative thereto)), except (a) that the Borrowers Borrower may (i) sell Dispose of Inventory or obsolete, worn-out or excess furniture, fixtures, equipment or other property, real or personal, tangible or intangible, in each case, in the ordinary course of business; (b) Dispositions between or among Borrowers; (c) the sale, assignment, transfer, disposition or discount by the Borrower, without recourse, of accounts receivable arising in the ordinary course of business; (iid) dispose sales of any asset which is to be replaced, and is in fact replaced, within thirty (30) days with another asset performing equipment by the same or a similar function and (iii) make Dispositions in any fiscal year Borrower for fair market value so long as the net proceeds of which do amount does not exceed $500,000.00 in the aggregate exceed per year; and (Ae) with respect pursuant to the Distribution Borrowers, $50,000 and (B.) with respect to the Fulfillment Borrowers, $150,000, provided, that the Borrowers may exceed such limits upon receipt of written consent thereto from the LenderReceivables Employment Agreement.

Possession and Transfer of Collateral. (a) Unless a Fulfillment an Event of Default exists hereunder, the Fulfillment Borrowers Borrower shall be entitled to possession or use of the Collateral (other than except that Borrower shall deliver to Lender Instruments or DocumentsDocuments with an individual value in excess of $50,000.00, Tangible Chattel Paper, Investment Property consisting Paper with an individual value in excess of certificated securities and other Collateral required to be delivered to the Lender pursuant to this Section 6) and (b) unless a Distribution Event of Default exists hereunder, the Distribution Borrowers shall be entitled to possession or use of the Collateral (other than Instruments or Documents, Tangible Chattel Paper$50,000.00, Investment Property consisting of certificated securities and other Collateral required to be delivered to the Lender pursuant to this Section 6). The cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right of the Lender to retain the related Collateral for any other Obligations of the applicable BorrowersObligations. The Borrowers Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the CollateralCollateral (collectively “Dispose” (“Disposition” shall have the meaning correlative thereto)), except (a) that the Borrowers Borrower may (i) sell Dispose of Inventory or obsolete, worn-out or excess furniture, fixtures, equipment or other property, real or personal, tangible or intangible, in each case, in the ordinary course of business; (b) Dispositions between or among Borrowers; (c) the sale, assignment, transfer, disposition or discount by the Borrower, without recourse, of accounts receivable arising in the ordinary course of business; (iid) dispose sales of any asset which is to be replaced, and is in fact replaced, within thirty (30) days with another asset performing equipment by the same or a similar function and (iii) make Dispositions in any fiscal year Borrower for fair market value so long as the net proceeds of which do amount does not exceed $250,000.00 in the aggregate exceed per year; and (Ae) with respect pursuant to the Distribution Borrowers, $50,000 and (B.) with respect to the Fulfillment Borrowers, $150,000, provided, that the Borrowers may exceed such limits upon receipt of written consent thereto from the LenderReceivables Employment Agreement.