“Asset Sale” means the Disposition (by way of merger, casualty, condemnation or otherwise) by ESI or any of its Restricted Subsidiaries to any Person other than a Loan Party of # any Equity Interests of any Restricted Subsidiary (other than directors’ qualifying shares and employee options granted in the ordinary course of business) or # any other assets of ESI or any of its Restricted Subsidiaries, including Equity Interests of any Person that is not a Subsidiary (other than # inventory disposed of in the ordinary course of business or the disposition of excess, damaged, obsolete, worn out or no longer needed assets, scrap and Cash Equivalents, # dispositions between Restricted Subsidiaries permitted by [Section 8.04(c)], clause (c) of the definition of “Permitted Intercompany Transaction” with respect to dispositions or acquisitions of any Subsidiary of a Borrower that is not a Loan Party or clause (d) of the definition of “Permitted Intercompany Transaction” relating to Dispositions with respect to any Excluded Subsidiary), # dispositions permitted by [Section 8.04(h)] and dispositions of non-core assets acquired in connection with any Permitted Acquisition or Investment permitted hereunder and # any Permitted Sale Leaseback Transaction); provided that any asset sale or series of related asset sales described above having a value not in excess of $5,000,000 in any single transaction or series of related transactions shall be deemed not to be an “Asset Sale” for purposes of this Agreement and provided further that the Arysta Sale shall not be deemed to be an “Asset Sale” for purposes of this Agreement.