Common use of Dispositions Clause in Contracts

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 three Business Day Days of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions (other than under clauses (ag), (bh), (c), (d), (e), (j), (k), (l), (m), (nq) or (ov) of the definition of Permitted Dispositions)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of replacement replacement, substitution or restoration of the properties or assets that are the subject of such sale or disposition or casualty loss or condemnation, or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its SubsidiariesSubsidiaries (in any case, other than current assets except to the extent the assets subject to the applicable Disposition were current assets), (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority (subject to Permitted Liens to the extent any such Liens would have priority over the Agent's Liens pursuant to any applicable law or an agreement expressly permitted hereunder to have such senior priority) security interest, and (D) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, restoration, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition or casualty loss or condemnation shall have the option to apply such monies to the costs of replacement replacement, substitution or restoration or casualty loss or condemnation of the assets that are the subject of such sale or disposition or casualty loss or condemnation or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, restoration, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, restorations, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Make any Disposition unless (a) at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Investment Cash Equivalents that is received contemporaneous with the consummation of such Disposition and the Total Consideration paid shall be in an amount not less than the fair market value (as reasonably determined by the Borrower) of the Property disposed of, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 9.14, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 9.5 or receivables that are being sold because the selling party reasonably believes that such receivables will be difficult or expensive to collect, (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all Dispositions shall not, as of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets such Disposition, exceed (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(iii) in any period of four Fiscal Quarters ending in the Fiscal Quarter in which such Disposition is made, an amount equal to 10010% of the Borrower’s Total Assets as of the date of the most recent quarterly financial statements delivered pursuant to Section 8.1 and (ii) during the term of this Agreement, 20% of the Borrower’s Total Assets as of the date of the most recent quarterly financial statements delivered pursuant to Section 8.1; provided, however, that Dispositions for which the Total Consideration paid is less than $1,000,000 shall not be included for purposes of the calculation set forth in clause (d) and (e) the sale of the Orbital Launch Support Assets. Any assets subject to a disposition permitted under this Section 9.5 or the definition of “Disposition” permitted hereby shall be released from any Lien pursuant Section 11.9, and the Administrative Agent agrees to execute such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received release documentation as may be reasonably requested by the Borrower to evidence such Person in connection with such sales or dispositionsrelease; provided thatfurther, so long as (A) that the Administrative Agent shall have received a certificate of a Responsible Officer certifying that no Default or Event of Default shall have occurred or be continuing (before and is continuing or would result therefrom, (Bafter giving effect to such Disposition) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in Disposition is permitted under the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any terms of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Agreement.

Dispositions. Within 1 Business Day Make any Disposition unless (a) the consideration paid in connection therewith shall be not less than seventy-five percent (75%) cash or Cash Equivalents (it being understood that for the purposes of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses this clause (a), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Subsidiary that are directly or indirectly assumed by the transferee with respect to the applicable disposition and for which all of the applicable Loan Parties shall have been validly released by all applicable creditors in writing, and (B) any securities received by such Loan Party from such transferee that are promptly (in any event, within ninety (90) days) converted by such Loan Party into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received)) and shall be in an amount not less than the fair market value of the property Disposed of, (b)) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (c)) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (d)) the aggregate net book value of all of the assets Disposed of by (i) the Loan Parties and their Subsidiaries (other than Wyoming and its Subsidiaries) in all such transactions in any fiscal year of the Borrower shall not exceed $500,000 and (ii) Wyoming and its Subsidiaries in all such transactions in any fiscal year of the Borrower shall not exceed $2,500,000. For the avoidance of doubt, to the extent described therein, the transactions in clauses (e), (j), (k), a) through (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received “Disposition” are not restricted or limited by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.48.05.

Dispositions. Within 1 Promptly, and in no event later than three Business Day Days of the date of receipt by Parent any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (op) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(i) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(i); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(i) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 5 Business Day Days of the date of receipt by Parent Borrower or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (ki), (l), or (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s or the applicable Loan Party’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiariesthe applicable Loan Party, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete the applicable Loan Party completes such replacement, purchase, or construction within 180 days (or 270 days if a binding contract for such replacement, purchase, or construction has been entered into by Borrower or the applicable Loan Party within 180 days) after the initial receipt of such monies, then Borrower or the applicable Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, purchase or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 one Business Day of after the date of receipt by Parent any Loan Party or any of its Domestic Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of Real Property of any Loan Party or any of its Domestic Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (nand payments in lieu thereof) or (o) of the definition of Permitted Dispositions)during a Cash Dominion Period, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariesdisposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Loan Party or its SubsidiariesDomestic Subsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Domestic Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Domestic Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(iii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 250,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Promptly, and in no event later than three Business Day Days of the date of receipt by Parent any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (op) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(i) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries (but excluding Subsidiaries that are CFCs if making such prepayment would result in adverse tax consequences) of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in any year in connection with such sales or dispositions to the extent that (1) the amount of such Net Cash Proceeds received (and not paid to Agent as a prepayment of the Obligations hereunder) exceeds $250,000 in the aggregate in such year or (2) the amount of such Net Cash Proceeds received from any single sale or disposition (or series of related sales or dispositions) exceeds $100,000; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing as of the date of receipt of such proceeds, or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or to acquire other assets unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers transaction and shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) be in an amount equal to 100% not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such Net Cash Proceeds transactions in any fiscal year of the Company represent less than fifteen percent (including condemnation awards and payments in lieu thereof15%) received by such Person in connection with such sales or dispositionsof Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, so long in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as (Arequired by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default shall have occurred and is continuing exists or would result arises therefrom, (B) such Borrower shall have given Agent prior written notice upon the sale, exchange, transfer or other disposition of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement all of the assets that are the subject or Capital Stock of a Loan Party not prohibited by this Section 8.05, such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Loan Party shall be paid deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to Agent evidence such release and applied discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries the terms hereof shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4not constitute a Material Adverse Effect.

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations condemnations, but excluding (y) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n) or (op)(x) of the definition of “Permitted Dispositions”, and (z) sales or dispositions which qualify as Permitted Dispositions under clauses (a) or (q) of the definition of “Permitted Dispositions” (except to the extent the aggregate Net Cash Proceeds received from any sales or dispositions thereunder during any fiscal year exceed $4,000,000, in which case such excess Net Cash Proceeds shall be subject to prepayment hereunder)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, in the case of Excess Casualty/Condemnation Proceeds from any casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the properties or assets that are the subject of such sale loss or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariescondemnation, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent the applicable Loan Party completes such replacement or its Subsidiaries, as applicable, complete such replacement, purchase, or construction repair within 180 365 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition loss or condemnation shall have the option to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the assets that are the subject of such sale loss or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, replacement or construction repair being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 At any time upon the occurrence and during the continuation of a Cash Dominion Event, within one (1) Business Day of after the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent (or any of its Subsidiaries of assets (including insurance proceeds or proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) ), (o), (p), or (oq) of the definition of Permitted Dispositions)) of any voluntary or involuntary sale or disposition by such Loan Party of assets, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereofor other proceeds) received by such Person in connection with such sales sale or dispositionsdisposition; provided that, so long as (A) no Default or Event of Default shall have occurred and is be continuing or would result therefrom, (B) such Borrower Loan Party shall have given Agent prior written notice of such Borrower's Loan Party’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent the Loan Parties or its their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Loan Party or its Subsidiaries, as applicable, either complete such replacement, purchase, or construction within 180 days after the initial receipt of such moniesmonies or enter into a binding commitment during such 180-day period to complete such replacement, purchase or construction, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the Loan Parties and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedcompleted or without a binding commitment to complete such replacement, purchase or construction being entered into, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, further, that no Borrower nor any of its Subsidiaries Loan Party shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,500,000 in the aggregate for such Loan Party in any given fiscal yearyear (with such limit not applying to insurance proceeds and proceeds from casualty losses). Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 five Business Day Days of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding (i) Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses Transfers except for Transfers described in clause (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (of) of the definition of defined term “Permitted Dispositions)Transfers”) and (ii) Net Cash Proceeds from any such event in any fiscal year, to the extent the aggregate Net Cash Proceeds from all such sales or dispositions occurring in such fiscal year do not exceed $1,000,000, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) 2.5 in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or to the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, replacement or construction purchase within 180 days after the initial receipt of such monies (or, if such Loan Party entered into a binding commitment within such 180 day period, completes such replacement or purchase within 270 days after the initial receipt of such monies), then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the cost of purchase of other assets useful in the business of such Loan Party or its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, replacement or construction purchase being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year2.5. Nothing contained in this Section 2.3(e)(ii2.2(b)(ii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.47.1.

Dispositions. Within 1 one (1) Business Day of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, in each case, in excess of $250,000 in any fiscal year of Parent, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(iii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 At any time upon the occurrence and during the continuation of a Cash Dominion Event, within one (1) Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries such Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) ), (o), (p), or (oq) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Borrower or its Subsidiaries, as applicable, either complete such replacement, purchase, or construction within 180 days after the initial receipt of such moniesmonies or enter into a binding commitment during such 180 day period to complete such replacement, purchase or construction, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedcompleted or without a binding commitment to complete such replacement, purchase or construction being entered into, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that that, no Borrower nor any of its Subsidiaries Loan Party shall have the right to use such Net Cash Proceeds (excluding insurance proceeds and proceeds from casualty losses) to make such replacements, purchases, or construction in excess of $500,000 1,500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within Subject to the Intercreditor Agreement, within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations condemnations, but excluding (y) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n) or (on) of the definition of Permitted Dispositions, and (z) sales or dispositions which qualify as Permitted Dispositions under clauses (a) or (p) of the definition of Permitted Dispositions (except to the extent the aggregate Net Cash Proceeds received from any sales or dispositions thereunder during any fiscal year exceed $500,000, in which case such excess Net Cash Proceeds shall be subject to prepayment hereunder) other than the Parkdale JV Interests Collateral), unless otherwise requested by the Required Lenders, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.3(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions and not used to permanently prepay loans under the First Loan Credit Agreement; provided provided, that, in the case of Excess Casualty/Condemnation Proceeds from any casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the properties or assets that are the subject of such sale loss or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariescondemnation, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent the applicable Loan Party completes such replacement or its Subsidiaries, as applicable, complete such replacement, purchase, or construction repair within 180 365 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition loss or condemnation shall have the option to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the assets that are the subject of such sale loss or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, replacement or construction repair being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.3(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.3(e)(iii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 5 Business Day Days of the date of receipt by Parent Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries of assets (including insurance proceeds from casualty losses or condemnations and proceeds from condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), (p), or (oq) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice prior to the end of such 5 Business Day period of Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) subject to, in the case of Terra Mar, regulatory law and the terms of its reinsurance arrangements, the monies are held in a Deposit Account or Securities Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such moniesmonies (or enter into a binding contract for same within 180 days as long as such replacement, purchase, or construction occurs within 180 days after entering into such binding contract), then the Loan Party Person whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition (or the costs of purchase or construction of other assets useful in the business of such Person) unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of and its Subsidiaries shall have not be required to make any mandatory prepayments in any given fiscal year pursuant to this Section 2.4(e)(ii) if the right to use such Net Cash Proceeds of dispositions otherwise required to make such replacements, purchases, or construction in excess of be prepaid under this Section 2.4(e)(ii) do not exceed $500,000 250,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Convey, sell, lease, transfer, assign, or otherwise dispose of the date of receipt by Parent (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) of non-exclusive licenses for the use of the Net Cash Proceeds property of any voluntary Borrower or involuntary sale or disposition by Parent or any of its Subsidiaries in the ordinary course of business; (e) any sublease of real property by Borrower not constituting Indebtedness and not entered into as part of a sale leaseback transaction; (f) consisting of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (g) sales of assets and Accounts by any SPV that are in the ordinary course of SPV’s business, upon fair and reasonable terms that would otherwise be obtained in an arm’s length transaction; (including casualty losses or condemnations but excluding sales or dispositions which qualify as h) Permitted Dispositions under clauses SPV Parent Transfers; (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (oi) of the definition property of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) Borrower in an amount equal not to 100% exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate during any fiscal year of such Net Cash Proceeds Borrower; and (including condemnation awards and payments in lieu thereofj) received by such Person in connection with such sales or dispositions; provided thatof Accounts, so long as (A1) such Accounts are sold to a SPV or State Subsidiary for an amount equal to at least seventy-five percent (75.0%) of the face amount of such Account, (2) no Default or Event of Default shall have occurred and has occurred, is continuing or would could result therefrom, (B) such Borrower shall have given Agent prior written notice from the sale of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestAccount, and (D3) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt proceeds from the sale of such moniesAccounts are received in cash by Borrower concurrently with such sale. Each sale of an Account shall be made free and clear of Bank’s Lien, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of so long as, and only if, such sale or disposition unless and to is made in compliance with the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (Crequirements of Section 7.1(j) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4above.

Dispositions. Within 1 Business Day Make any Disposition unless (i) the consideration paid in connection therewith shall be cash or Cash Equivalents with maturities not exceeding 12 months paid contemporaneous with consummation of the date transaction and shall be in an amount not less than the fair market value of receipt the property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iii) such transaction does not involve a sale or other disposition of receivables other than receivables owned by Parent or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (iv) after giving effect to such Disposition, the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries pursuant to this Section 8.05 in any fiscal year shall not exceed an aggregate amount of three percent (3%) of Consolidated Tangible Assets. Notwithstanding the foregoing, in addition to the Dispositions permitted to be made pursuant to the preceding sentence, the Borrower and its Subsidiaries shall be permitted to make additional Dispositions during the term of this Agreement (over and above the basket amount for Dispositions provided in the preceding sentence) provided that (x) any such Dispositions satisfy the conditions contained in clauses (i) through (iii) of the preceding sentence and (y) the aggregate net book value of all assets sold or otherwise disposed of by the Borrower and its Subsidiaries pursuant to such Dispositions do not exceed an aggregate amount of ten percent (10%) of Consolidated Tangible Assets; provided further however that the Borrower or any of its Subsidiaries may make one Disposition (or a series of Dispositions constituting one transaction) pursuant to the basket provided by this last sentence of Section 8.05 and receive a promissory note or notes from the purchasers of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of applicable assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of consideration for such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, Disposition so long as (A) no Default the maturity date on such promissory note or Event notes is not later than the date 60 months from the date of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice the consummation of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Disposition.

Dispositions. Within 1 5 Business Day Days of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent such Loan Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n) ), or (op) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions in excess of $500,000, individually or in the aggregate, in any given fiscal year; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Loan Party or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Irish Holdings or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Make any Disposition (other than any Approved Hospital Swap) unless (i) (a) at least 75% of the total consideration received by the Borrower or such Restricted Subsidiary in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration paid shall be in an amount not less than the fair market value of the Property disposed of, (b) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (c) the aggregate net book value of all of the assets (excluding assets subject to a Permitted Sale Leaseback) sold or otherwise Disposed of by the Borrower and its Restricted Subsidiaries (excluding any Dispositions of any ETMC Subsidiaries that are Excluded Subsidiaries) in all such transactions in any fiscal year of the Borrower shall not exceed $100,000,000 and (d) in the case of any Disposition (excluding any Dispositions of any ETMC Subsidiaries that are Excluded Subsidiaries) where the aggregate net book value of all of the assets sold or otherwise disposed of exceeds $20,000,000, no later than five (5) Business Days prior to such Disposition, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying the anticipated date of receipt by Parent such Disposition, briefly describing the assets to be sold or any otherwise disposed of its Subsidiaries and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of to be received for such assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales Disposition, (ii) such Disposition is pursuant to the Relative Rights Agreement or dispositions(iii) such Disposition is of one or more medical office buildings and related Real Property (whether or not arising from Sale and Leaseback Transactions) (any such Disposition, a “MOB Disposition”); provided that, so long as (A) that no Default or Event of Default shall have occurred and is or be continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent Borrower or any of its Subsidiaries other Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries of assets other Loan Party which qualifies as a Permitted Disposition under clause (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (oq) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales sale or dispositionsdisposition; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiariesthe other Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiariesthe other Loan Parties, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); providedprovided further, that no Borrower nor any of its Subsidiaries payment shall have be required under this Section 2.4(e)(ii) unless the right to use such aggregate Net Cash Proceeds required to make such replacementsbe paid, purchases, after giving effect to the previous proviso of this Section 2.4(e)(ii) equal or construction in excess of exceed $500,000 6,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 one (1) Business Day of the date of receipt by Parent or any of its Subsidiaries Borrower of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Borrower of assets (including casualty losses or condemnations condemnations; but excluding sales Inventory sold in the ordinary course of Borrower’s business) in excess of $100,000 individually or dispositions which qualify as Permitted Dispositions under clauses (a)$250,000 in the aggregate, (b)per annum, (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations Liabilities in accordance with Section 2.3(f)(ii2.20(b) in an amount equal to 100% of such Net Cash Proceeds (including insurance proceeds and condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, however, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower shall have given Administrative Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of repair or replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its SubsidiariesBorrower, (C) the monies are held (pending disbursement to Borrower) in a an interest-bearing Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (D) Parent Borrower completes such repair or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 ninety (90) days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition Borrower shall have the option to apply such monies monies, from time to time, to the costs of replacement of the assets that are the subject of such sale repair, replacement, purchase or disposition construction unless and to the extent that such applicable period shall have expired without such repair, replacement, purchase, purchase or construction being made or completed, in which case, any amounts remaining in the such Deposit Account referred to in clause (C) above or cash collateral account shall be paid to Administrative Agent and applied in accordance with Section 2.3(f)(ii)2.20(b) hereof; provided, further, that no Borrower nor any for the avoidance of its Subsidiaries doubt, the trade in of equipment for equal value or better shall have the right be considered to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal yearbe used as replacement therefor. Nothing contained in this Section 2.3(e)(ii) 2.20 shall be construed to permit Parent or Borrower to consummate any of its Subsidiaries to sell or otherwise dispose transaction in violation of any assets other than provision contained in accordance with this Agreement, including, without limitation, Section 6.49.6 hereof.

Dispositions. Within 1 Business Day of the date of receipt by Parent any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent such Borrower or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations and sales of Eligible Real Property and Eligible Equipment, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or Make any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)Disposition, (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatexcept, so long as (A) no Default or Event of Default shall have occurred and is be continuing or would result therefromboth immediately prior to and after giving effect to such Disposition, (Ba) Permitted Licenses and dispositions of Inventory and Clinical Trial Material to licensees in connection with, and pursuant to reasonable and customary terms of, a Permitted License (provided that such Borrower dispositions shall have given Agent prior written notice of such Borrower's intention be limited to apply such monies Inventory and Clinical Trial Material related to the costs of replacement of the properties or assets Product that are is the subject of such sale or disposition or Permitted License), (b) other Dispositions to the cost of purchase or construction of other assets useful extent, in the business case of Parent or its Subsidiariesthis clause (b), (Ci) the monies are held consideration paid in a Deposit Account connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in which Agent has a perfected first-priority security interestan amount not less than the fair market value of the property disposed of, (ii) such Disposition does not involve the sale, lease, license, transfer or other disposition of the Equity Interests in any Subsidiary, any Products and/or any IP Rights, and (Diii) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt aggregate fair market value of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement all of the assets sold or otherwise disposed of in such Disposition together with the aggregate fair market value of all assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions does not exceed $[***] per fiscal year of the Borrower, and (c) asset sales of the Specified Products to any Person that are is not an Affiliate of any Loan Party, Subsidiary or Affiliate of a Loan Party or Subsidiary (excluding, for the subject avoidance of such sale or disposition unless and doubt, the Disposition of any Equity Interests of a Subsidiary), to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedextent, in which case, any amounts remaining in the Deposit Account referred to in case of this clause (C) above c), that, the consideration paid in connection therewith shall be cash paid to Agent contemporaneously with the consummation of the transaction and applied shall be in accordance with Section 2.3(f)(ii)an amount not less than the fair market value of the property disposed; provided, however, that no Borrower nor this clause (c) shall not include any Disposition in the form of its Subsidiaries shall have the a separate license, sale, transfer or financing of a right to use such Net Cash Proceeds receive any sales or revenue with respect to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent a Specified Product (or any IP Rights related to a Specified Product); provided further that, for the avoidance of its Subsidiaries doubt, the foregoing proviso shall not restrict any Permitted License or Other Royalty Financing otherwise separately permitted pursuant to sell or otherwise dispose the terms of any assets other than in accordance with Section 6.4this Agreement.

Dispositions. Within 1 3 Business Day of Days after the date of receipt by Parent or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Restricted Subsidiaries of assets (including casualty losses or condemnations condemnations, but excluding sales or dispositions which qualify as Permitted Dispositions under clauses clause (a), (b), (c), (d), (eg), (h), (i), (j), (k), (l), (m), (n) or (om) of the definition of Permitted Dispositions, but in any event 100% of the Net Cash Proceeds received by Parent or any of its Restricted Subsidiaries in connection with a Change of Control), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations Loans in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets (other than working capital assets) useful in the business of Parent Borrower and its Restricted Subsidiaries that are Loan Parties (and, in the case of monies received in connection with a sale or its Subsidiariesdisposition by a Restricted Subsidiary of Borrower that is not a Loan Party, Borrower’s Restricted Subsidiaries that are not Loan Parties) and (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Restricted Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 365 days after the initial receipt of such monies, then Borrower or the Loan Party Restricted Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets (other than working capital assets) useful in the business of Borrower and its Restricted Subsidiaries that are Loan Parties (and, in the case of monies received in connection with a sale or disposition by a Restricted Subsidiary that is not a Loan Party, its Restricted Subsidiaries that are not Loan Parties) unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred not theretofore used to in clause (C) above effect such replacement, purchase, or construction shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); providedand, provided further, that no Borrower nor any may use a portion of its Subsidiaries shall have the right to use such Net Cash Proceeds to make prepay or repurchase any other term Indebtedness that is secured by the Collateral on a pari passu basis with the Term Loans to the extent such replacementsother term Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other term Indebtedness requires such a prepayment or repurchase thereof with such Net Cash Proceeds, purchasesin each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, or construction in excess the numerator of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any which is the outstanding principal amount of its Subsidiaries to sell or otherwise dispose such other term Indebtedness and the denominator of any assets which is the aggregate outstanding principal amount of Loans and such other than in accordance with Section 6.4term Indebtedness.

Dispositions. Within 1 Subject to the provisions of the Intercreditor Agreement (if it is in full force and effect), within three (3) Business Day Days of the date of receipt by Parent any Credit Party or any of its Subsidiaries of the Net Cash Proceeds in excess of $5,000,000 from any voluntary or involuntary sale or disposition Disposition by Parent any Credit Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (jf), (ki), (j) and (l), (m), (n) or (o) of the definition of “Permitted Dispositions”, but including casualty losses or condemnations in respect thereof), Borrowers the Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) Loans in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsDispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such the Borrower shall have given the Administrative Agent prior written notice of such the Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition Disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) pending application thereof, in the case of Net Proceeds resulting from the Disposition of Term Priority Collateral, the monies are held in a Deposit Term Priority Collateral Account in which the Administrative Agent has a perfected first-priority security interestinterest (subject to Permitted Liens), and (D) Parent the Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction construction, or enter into a binding commitment with respect to such replacement, purchase or construction, in each case within 180 365 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition Borrower shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition disposition, unless and to the extent that such applicable 365-day period shall have expired without such replacement, purchase, or construction being made or completedcompleted (or, in the case of replacements, purchases or construction to which the Borrower and Subsidiaries have committed within such 365-day period, to the extent that such replacement, purchase or constriction shall not have been made or completed within 180 days from the end of such 365-day period), in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Net Proceeds not so applied shall be paid to the Administrative Agent and applied to the prepayment of the Loans; provided, however, that, if at the time that any such prepayment would be required, any Credit Party is required to offer to repurchase or to prepay any Other Pari Passu Lien Obligations (or any Permitted Refinancing Indebtedness in respect thereof that is secured by the Collateral on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with such Net Proceeds (such Other Pari Passu Lien Obligations (or any Permitted Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness outstanding at such time (and in the case of such Other Applicable Indebtedness, at a prepayment price of no more than 100% of principal amount); provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.3(f)(ii); provided, that no Borrower nor any 5.2(a) shall be reduced by the amount of its Subsidiaries shall have the right to use such Other Applicable Indebtedness so repaid with such Net Cash Proceeds and to make the extent the holders of Other Applicable Indebtedness decline to have such replacementsOther Applicable Indebtedness repurchased or prepaid, purchases, or construction in excess of $500,000 the declined amount shall promptly (and in any given fiscal yearevent within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. Nothing contained in this Section 2.3(e)(ii5.2(a) shall permit Parent any Credit Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.410.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent Make any Disposition or enter into any of its Subsidiaries of the Net Cash Proceeds of agreement to make any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses Disposition, except: (a)) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b), ) Dispositions of inventory in the ordinary course of business; (c), (d), (e), (j), (k), (l), (m), (n) Dispositions of equipment or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and real property to the extent that (i) such applicable period shall have expired without property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such replacementDisposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a Wholly-Owned Subsidiary and Dispositions by the Borrower to any Wholly-Owned Subsidiary; (e) Dispositions otherwise permitted by Sections 7.01, purchase, 7.02 and 7.04 and Dispositions in connection with a sale-leaseback transaction where the lease is an operating lease or construction being made or completed, in which case, any amounts remaining is a capital lease permitted under Section 7.03(d); (f) non-exclusive licenses of IP Rights in the Deposit Account referred ordinary course of business and exclusive licenses of IP Rights so long as substantially all of the economic value of the IP Rights is not transferred by any such exclusive license; (g) any Involuntary Disposition; (h) the sale or disposition of Cash Equivalents for fair market value; (i) leases or subleases granted to others not interfering in any material respect with the business of Borrower and its Subsidiaries; (j) the disposition of accounts receivable in connection with the collection or compromise thereof; and (k) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (Ck) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii)not exceed $125,000,000 during the term of this Agreement; provided, however, that no Borrower nor any of its Subsidiaries shall have the right Disposition pursuant to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(iiclauses (a) through (k) (except for intercompany Dispositions permitted hereby) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4be for fair market value.

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries such Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Loan Party shall have given Agent prior written notice of such Borrower's Loan Party’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariessuch Loan Party, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicablesuch Loan Party, complete such replacement, purchase, or construction within 180 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.12(e)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition (or within such 180 day period have entered into a binding contractual arrangement to complete such replacement, purchase, or construction, so long as such contractual arrangement is reasonably satisfactory to Agent and such replacement, purchase, or construction is completed within 270 days after the initial receipt of such proceeds) shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of parent or its Subsidiaries (or binding contractual obligations) unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.12(e)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.12(d)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the date of receipt by Parent or any of its Subsidiaries transaction and shall be in an amount not less than the fair market value of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)Property disposed of, (b)) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (c), ) the total book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions in any fiscal year of the Borrower represent less than ten percent (d), (e), (j), (k), (l), (m), (n) or (o10%) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount Consolidated Total Assets determined as of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% last day of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsthe immediately preceding fiscal year; provided that, so long as in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Borrower or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Borrower may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (A“TCM”) for cash consideration; provided that, the net proceeds of such Disposition are used by the Borrower within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Borrower or its Subsidiaries. Provided that no Default or Event of Default shall have occurred and is continuing exists or would result arises therefrom, (B) such Borrower shall have given Agent prior written notice upon the sale, exchange, transfer or other disposition of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement all of the assets that are the subject or Capital Stock of a Loan Party not prohibited by this Section 8.05, such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Loan Party shall be paid deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to Agent evidence such release and applied discharge. For purposes of clarification, the release of TCM in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries the terms hereof shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4not constitute a Material Adverse Effect.

Dispositions. Within 1 5 Business Day Days of the date of receipt by Parent Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries of assets (including insurance proceeds from casualty losses or condemnations and proceeds from condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), (p), or (oq) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice prior to the end of such 5 Business Day period of Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) subject to, in the case of Terra Mar, regulatory law and the terms of its reinsurance arrangements, the monies are held in a Deposit Account or Securities Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such moniesmonies (or enter into a binding contract for same within 180 days as long as such replacement, purchase, or construction occurs within 180 days after entering into such binding contract), then the Loan Party Person whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition (or the costs of purchase or construction of other assets useful in the business of such Person) unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of and its Subsidiaries shall have not be required to make any mandatory prepayments in any given fiscal year pursuant to this Section 2.4(e)(ii) if the right to use such Net Cash Proceeds of dispositions otherwise required to make such replacements, purchases, or construction in excess of be prepaid under this Section 2.4(e)(ii) do not exceed $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions permitted by Section 7.04; (e) Dispositions and/or terminations of leases, subleases, licenses or sublicenses (i) the Disposition or termination of which will not materially interfere with the business of the date of receipt by Parent Company and its Subsidiaries, taken as a whole, or any of its Subsidiaries of (ii) which relate to closed facilities or the Net Cash Proceeds discontinuation of any voluntary line of business; (f) (i) any termination of any lease, sublease, license or involuntary sale sublicense in the ordinary course of business (and any related Disposition of improvements made to leased or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (asub-leased real property resulting therefrom), (b)ii) any expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations including in accordance with Section 2.3(f)(iitort) in an amount equal to 100% the ordinary course of such Net Cash Proceeds business; (including condemnation awards and payments g) (i) Dispositions of non-core assets (as reasonably determined by the Company in lieu thereofgood faith) received by such Person acquired in connection with such any Acquisition or similar Investment, in each case, permitted hereunder and (ii) sales of real property and related assets acquired in any Acquisition or dispositionssimilar Investment, in each case, permitted hereunder; provided provided, that, so long as in each case of this clause (Ag) immediately prior to and after giving effect to such Disposition, no Default or Event of Default shall have occurred and is continuing be continuing; (h) terminations or would result therefromunwinds of Swap Contracts (i) other Dispositions so long as (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (Bii) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to transaction does not involve the costs of replacement of the properties or assets that are the subject of such sale or other disposition or the cost of purchase or construction of other assets useful a minority Equity Interests in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestany Loan Party, and (Diii) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt aggregate net book value of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement all of the assets that are sold or otherwise disposed of by the subject Loan Parties and their Subsidiaries in all such transactions during any fiscal year of such sale or disposition unless and to the extent that such applicable period Borrower shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii)not exceed 20% of Consolidated Total Assets; provided, however, that no Borrower nor if, as of the date of any of its Subsidiaries shall have the right proposed Disposition pursuant to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii7.05(i), all Dispositions made pursuant to this Section 7.05(i) (after giving effect to such proposed Disposition) in such fiscal year of the Borrower exceed 10% of Consolidated Total Assets as of such date, the Borrower shall permit Parent or any be in Pro Forma Compliance with each of its Subsidiaries the financial covenants set forth in Section 7.13 after giving effect to sell or otherwise dispose such proposed Disposition treating all such Dispositions pursuant to this Section 7.05(i) in such fiscal year as one Material Disposition; and (j) Dispositions of any assets other than in accordance with Section 6.4.Investments constituting minority Equity Interests of Persons that are not Subsidiaries, so long as after giving Pro Forma Effect to such Disposition at the time of such Disposition 123

Dispositions. Within 1 Business Day of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds in excess of $500,000 from any voluntary or involuntary sale or disposition by Parent any Loan Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (ji), (k), j) and (l), (m), (n) or (o) of the definition of Permitted DispositionsDispositions and, to the extent that a Dominion Period is not then in effect, clause (f) of the definition of Permitted Disposition, but including casualty losses or condemnations), Borrowers such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrowers or its their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrowers or its their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, however, that no Borrower nor any of its Borrowers and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 750,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. For clarity, in the event that Borrowers at any time elect to apply the Net Cash Proceeds described in this Section 2.4(e)(ii) to prepay the Obligations, the reinvestment requirements described herein shall cease to be applicable to Borrowers and their Subsidiaries without regard to whether such amounts are subsequently reborrowed.

Dispositions. Within 1 Business Day Upon the occurrence of the date any Disposition (including any Disposition of receipt by Parent any Borrowing Base Oil and Gas Properties) or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets Recovery Event (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted except (A) Dispositions under clauses (a), (bpursuant to Section 7.05(a), (c), (d), (e), (j), (k), (l), (m), (n) or (od) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance and (B) with Section 2.3(f)(iirespect to Net Cash Proceeds received with respect to (i) Dispositions in an aggregate amount equal not to 100% of exceed $1,500,000 during any fiscal year or (ii) a Recovery Event, in each case in which such Net Cash Proceeds (including condemnation awards and payments are utilized in lieu thereof) received by such Person in connection with such sales order to replace or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to repair the costs of replacement assets of the properties Borrower or assets any Subsidiary that are the subject of such sale Disposition or disposition Recovery Event (or, in the case of a Recovery Event, are utilized by the Borrower or the cost of purchase applicable Subsidiary to reimburse itself for expenditures previously made in order to replace or construction of other repair such assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such moniesan aggregate amount not to exceed $4,000,000 during any fiscal year)), then on the Loan Party whose assets were date of receipt by the subject of such disposition shall have Borrower or the option to apply such monies to the costs of replacement applicable Subsidiary of the assets that are Net Cash Proceeds related thereto, the subject of such sale or disposition unless and to the extent that such applicable period Loans shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall immediately be paid to Agent and applied prepaid in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any 2.05(b)(viii) by an amount equal to the amount of its Subsidiaries shall have the right to use such Net Cash Proceeds minus the amount of any mandatory prepayment made pursuant to make Section 2.05(b)(i) in connection with such replacementsDisposition or Recovery Event. Notwithstanding the foregoing, purchases, the Borrower may retain Net Cash Proceeds in an amount not to exceed $100,000 in the aggregate for Dispositions made by the Borrower or construction in excess of $500,000 in its Subsidiaries during any given fiscal year. Nothing contained in For purposes of calculating the Net Cash Proceeds received from a Disposition or from a Recovery Event, such proceeds shall be determined as of the date of the applicable Disposition or Recovery Event, whether or not received on such date, but no such amount shall be required to be applied to prepayment of the Loans pursuant to this Section 2.3(e)(ii) shall permit Parent or any until received by the applicable Person. The provisions of its Subsidiaries this Section do not constitute consent to sell or otherwise dispose the consummation of any assets other than in accordance with Disposition not otherwise permitted by Section 6.47.05.

Dispositions. Within 1 Business Day Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) in the date ordinary course of receipt by Parent business for reasonably equivalent consideration; (b) to any Borrower or any of its Subsidiaries of the Net Cash Proceeds of from any voluntary or involuntary sale or disposition by Parent other Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b)Subsidiaries, (c)) of property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrowers or their Subsidiaries (d)) sales or discounting of delinquent accounts in the ordinary course of business, (e)) of worn-out or obsolete Equipment that is, in the reasonable judgment of such Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (f) consisting of discounting of customer letters of credit on a non-recourse basis, (j), (k), (l), (m), (ng) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales an acquisition permitted hereunder of a portion of a Person’s assets or dispositionsrights acquired for reasonably equivalent consideration that otherwise complies with Section 7.3, (h) consisting of Permitted Liens and Permitted Investments; (i) of any non-core Intellectual Property for fair market value that (i) is not material to the business of the Borrowers and their Subsidiaries as currently operated and (ii) will not result in a material adverse effect; provided thatthat Borrower shall provide Bank at least thirty (30) days prior written notice (or such other notice acceptable to Bank, so long in its sole discretion) of any such transfer; (j) of non-exclusive licenses for the use of the property of any Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; (Ak) by any Borrower and its Subsidiaries not otherwise permitted under this Section 7.1; provided that (i) at the time of such Transfer, no Default or Event of Default shall have has occurred and or is continuing or would result therefrom, from such Transfer and (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (Cii) the monies are held aggregate book value of all property Transferred in a Deposit Account in which Agent has a perfected first-priority security interest, reliance on this clause (k) during the period beginning on the Effective Date and ending on the Revolving Line Maturity Date shall not exceed One Million Dollars ($1,000,000) and (Dl) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Permitted Distributions.

Dispositions. Within 1 Promptly, and in any event within two (2) Business Day of the date Days of receipt by Parent or any of its Subsidiaries the Borrower of the Net Cash Proceeds proceeds of any voluntary or involuntary sale or disposition Disposition by Parent the Borrower or any of its Subsidiaries Subsidiary of assets (including casualty losses or condemnations but excluding sales or dispositions Dispositions which qualify as Permitted are permitted under Section 9.4 or any sale or Disposition of any ABL Priority Collateral to the extent that the ABL Credit Agreement requires the proceeds of such sales or Dispositions to prepay (or cash collateralize) the obligations outstanding under clauses (athe ABL Credit Agreement), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall be required to prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) Notes issued by it in an amount equal to 100% of such the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsDispositions plus the Prepayment Fee; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such the Borrower shall have given Agent the Purchasers prior written notice of such the Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition Disposition or the cost of purchase or construction of other assets useful in the business of Parent the Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account deposit account in which Agent has the Purchasers have a perfected first-priority security interest, interest (subject only to Permitted Liens) and (D) Parent the Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party Borrower whose assets were the subject of such disposition Disposition shall have the option to apply such monies in an amount not to exceed $500,000 (with any Net Cash Proceeds in excess of $500,000 to be applied to prepay the Notes) to the costs of replacement of the assets that are the subject of such sale or disposition Disposition or the costs of purchase or construction of other assets useful in the business of the Borrower unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account deposit account referred to in clause (C) above shall be immediately paid to Agent the Purchasers and applied in prepayment of the Notes in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year3.3. Nothing contained in this Section 2.3(e)(ii3.2(c) shall permit Parent the Borrower or any of its Subsidiaries Subsidiary to sell or otherwise dispose of any assets other than in accordance with Section 6.49.4.

Dispositions. Within 1 Business Day Convey, sell, lease, transfer or otherwise dispose of the date of receipt by Parent (collectively, a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, other than: (i) Transfers of Inventory in the ordinary course of business; (ii) Transfers of non-exclusive licenses and similar arrangements for the use of the Net Cash Proceeds property of any voluntary Borrower or involuntary sale or disposition by Parent or any of its Subsidiaries in the ordinary course of assets business; (including casualty losses iii) Transfers of worn-out or condemnations but excluding sales obsolete property, or dispositions which qualify as Permitted Dispositions under clauses property no longer used or usable in the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired; (iii) Transfers of equipment or real property to the extent that (a), ) such property is exchanged for credit against the purchase price of similar replacement property or (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% proceeds of such Net Cash Proceeds Transfer are reasonably promptly applied to the purchase price of such replacement property; (including condemnation awards and payments in lieu thereofiv) received by such Person in connection with such sales or dispositions; provided that, so long as no Default or Event of Default exists or would result therefrom, Transfers by the Loan Parties of immaterial Intellectual Property Collateral not necessary or used in the conduct of the Loan Parties’ business; provided that the aggregate fair market value of all Intellectual Property Collateral Transferred in reliance on this clause (Aiv) in any fiscal year shall not exceed One Hundred Thousand Dollars ($100,000) in the aggregate; (v) Transfers by any Borrower and its Subsidiaries not otherwise permitted under this Section 7.1; provided that (a) at the time of such Transfer, no Default or Event of Default shall have occurred and is continuing exist or would result therefromfrom such Transfer, (Bb) such Borrower the aggregate fair market value of all property Transferred by all Borrowers and their Subsidiaries in reliance on this clause (v) in any fiscal year shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful not exceed Five Hundred Thousand Dollars ($500,000) in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, aggregate and (Dc) Parent or its Subsidiaries, as applicable, complete any such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Transfer shall be for fair market value; and (vi) Transfers by any Subsidiary to a Loan Party whose assets were the subject of such disposition (provided that Transfers from a non-Loan Party to a Loan Party shall have the option not be for more than fair market value) and Transfers by any Subsidiary that is not a Loan Party to apply such monies to the costs of replacement of the assets any other Subsidiary that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4is not a Loan Party.

Dispositions. Within 1 Business Day Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers transaction and shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) be in an amount equal to 100% not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such Net Cash Proceeds transactions in any fiscal year of the Company represent less than fifteen percent (including condemnation awards and payments in lieu thereof15%) received by such Person in connection with such sales or dispositionsof Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, so long in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as (Arequired by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default shall have occurred and is continuing exists or would result arises therefrom, (B) such Borrower shall have given Agent prior written notice upon the sale, exchange, transfer or other disposition of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement all of the assets that are the subject or Capital Stock of a Loan Party not prohibited by this Section 8.05, such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Loan Party shall be paid to deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.#89182136v12

Dispositions. Within 1 Promptly after, but in any event within 3 Business Day Days of the date of of, receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (acondemnations), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(iiSECTION 2.4(F)(II) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) that are received by such Person in connection with such sales or dispositionsdispositions to the extent that in any fiscal year such Net Cash Proceeds exceed $1,000,000; provided PROVIDED that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are either (i) held in a Deposit Account or Securities Account in which Agent has a perfected first-priority security interest, or (ii) used to prepay the outstanding principal amount of the Advances so long as a corresponding reserve is imposed against the Maximum Revolver Amount, which reserve shall be reduced upon any subsequent Advance that is made to the extent that the proceeds of such Advance are applied to the costs of replacement of the assets that were the subject of such sale or disposition pursuant to the terms and conditions of subsections (A), (B), and (D) of this SECTION 2.4(E)(II), and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 179 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition ; Parent and its Subsidiaries shall have the option to apply (I) up to $5,000,000 of such monies each fiscal year, and (II) the Excluded Permitted Disposition Proceeds, to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Parent and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, purchase or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above or Securities Account shall be paid to Agent and applied in accordance with Section 2.3(f)(iiSECTION 2.4(F)(II); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(iiSECTION 2.4(E)(II) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section SECTION 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or Make any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses Disposition other than (a)) an Excluded Disposition, and (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is be continuing or would be directly or indirectly caused as a result therefromthereof, other Dispositions; provided that (i) at least 50% of the consideration paid in connection therewith shall be in cash or Cash Equivalents, such payment to be made within five Business Days after the consummation of such transaction, and the aggregate amount of all consideration paid or to be paid in connection therewith shall be in an amount not less than the fair market value of the Property disposed of, (ii) such transaction is not a Sale and Leaseback Transaction unless, after giving effect to the entering into of the applicable lease in connection therewith, the Remaining Present Value of such lease, when taken together with the aggregate then outstanding principal amount of all Indebtedness incurred pursuant to Section 8.03(m) and the Remaining Present Value of outstanding leases previously entered into pursuant to this clause (ii), would not exceed $150,000,000, (iii) such transaction does not involve the Disposition of a part but not all of the Capital Stock of any Consolidated Party that does not result in an Investment that is permitted under Section 8.02, (iv) such transaction does not involve a Disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (v) the fair market value of all of the assets sold or otherwise Disposed of in all such transactions after the Closing Date (other than Sale and Leaseback Transactions permitted hereunder) shall not exceed $75,000,000 per fiscal year, (vi) if the fair market value of the Property Disposed of in any single Disposition (or in any series of related Dispositions) exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction (including any proposed use of the proceeds thereof for debt reduction or the making of any Investment), the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11(a)-(d), as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, and (vii) the Loan Parties shall apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Disposition to (A) make Eligible Reinvestments within the applicable Application Period or (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to prepay the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedTranche B Term Loan, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied each case in accordance with the terms of Section 2.3(f)(ii2.05(b)(ii)(A); provided. Pending final application of the Net Cash Proceeds of any Disposition (other than Excluded Dispositions), that no Borrower nor any of its Subsidiaries the Consolidated Parties shall have the right to not use such Net Cash Proceeds Proceed for any purpose other than to temporarily reduce the Revolving Loans or to make such replacements, purchases, or construction Investments in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Cash Equivalents.

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including Required Dispositions, casualty losses or and condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (jf), (kg), (lh), (mi), (n), (o) or (op) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, with respect to any such sale or disposition resulting from a casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestLien, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such sale or disposition resulting from a casualty loss or condemnation shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Except for (i) transactions required to effect the Proposed Reorganization and (ii) any Transfer of the date any equity interests or assets of receipt by Parent XX Xxxxx Financial Corporation or Gain Capital Securities, Inc., convey, sell, lease, transfer or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn‑out or obsolete Equipment; (c) constituting Permitted Liens or Permitted Investments; (d) of property by any Subsidiary that is not a Guarantor to Borrower or any other Subsidiary or by a Guarantor to Borrower; (e) of stock in a Subsidiary (other than Gain Holdings, LLC or Gain Capital Group, LLC) to Borrower or any other Subsidiary; (f) of non-exclusive licenses for the use of the Net Cash Proceeds property of any voluntary Borrower or involuntary sale or disposition by Parent or any of its Subsidiaries in the ordinary course of assets business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; and (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses g) other Transfers, provided that, in the case of this clause (ag), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (Ai) no Default or Event of Default shall have has occurred and is continuing or would result therefromexist immediately after giving effect to the transactions, (Bii) the consideration received for such Transfer shall be in an amount at least equal to the fair market value thereof, as determined by Borrower in good faith, (iii) no less than 80% of the consideration shall be paid in cash or Cash Equivalents, and (iv) if the consideration received for such Transfer is in an amount greater than One Million Dollars ($1,000,000.00), Borrower shall have given Agent delivered fifteen (15) days prior written notice of such Borrower's intention to apply such monies to Transfer demonstrating compliance with the costs conditions set forth in this clause (g). Borrower shall not enter into an agreement with any Person other than Lender which restricts the subsequent granting of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful a security interest in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4intellectual property.

Dispositions. Within 1 two (2) Business Day Days of the date of receipt by Parent or any of its Subsidiaries the Loan Parties of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries the Loan Parties of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (jf), (i), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations Term Loan in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariesthe Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, the applicable Loan Parties complete such replacement, purchase, or construction within 180 one-hundred eighty (180) days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or Make any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses Disposition other than (a)) an Excluded Disposition, and (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is be continuing or would be directly or indirectly caused as a result therefromthereof, other Dispositions; provided that (i) at least 50% of the consideration paid in connection therewith shall be in cash or Cash Equivalents, such payment to be made within five Business Days after the consummation of such transaction, and the aggregate amount of all consideration paid or to be paid in connection therewith shall be in an amount not less than the fair market value of the Property disposed of, (ii) such transaction is not a Sale and Leaseback Transaction unless, after giving effect to the entering into of the applicable lease in connection therewith, the Remaining Present Value of such lease, when taken together with the aggregate then outstanding principal amount of all Indebtedness incurred pursuant to Section 8.03(e) or (n) and the Remaining Present Value of outstanding leases previously entered into pursuant to this clause (ii), would not exceed $25,000,000, (iii) such transaction does not involve the Disposition of a part but not all of the Capital Stock of any Consolidated Party that does not result in an Investment that is permitted under Section 8.02, (iv) such transaction does not involve a Disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (v) the fair market value of all of the assets sold or otherwise Disposed of in all such transactions after the Closing Date (other than Sale and Leaseback Transactions permitted hereunder) shall not exceed $75,000,000 per fiscal year, (vi) if the fair market value of the Property Disposed of in any single Disposition (or in any series of related Dispositions) exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction (including any proposed use of the proceeds thereof for debt reduction or the making of any Investment), the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11(a)-(d), as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, and (vii) the Loan Parties shall apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Disposition to (A) make Eligible Reinvestments within the applicable Application Period or (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to prepay the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedTranche B Term Loan, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied each case in accordance with the terms of Section 2.3(f)(ii2.05(b)(ii)(A); provided. Pending final application of the Net Cash Proceeds of any Disposition (other than Excluded Dispositions), that no Borrower nor any of its Subsidiaries the Consolidated Parties shall have the right to not use such Net Cash Proceeds Proceed for any purpose other than to temporarily reduce the Revolving Loans or to make such replacements, purchases, or construction Investments in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Cash Equivalents.

Dispositions. Within 1 Business Day of the date of receipt by Parent Make any Disposition or enter into any of its Subsidiaries of the Net Cash Proceeds of agreement to make any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses Disposition, except: (a)) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b), ) Dispositions of inventory and other real or personal property in the ordinary course of business; (c), (d), (e), (j), (k), (l), (m), (n) Dispositions of equipment or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and real property to the extent that (i) such applicable period property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property or (iii) the Company or any Subsidiary determines in good faith that the failure to replace such equipment will not be detrimental to the business of Company or such Subsidiary; (d) Dispositions of assets and other property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a wholly-owned Subsidiary, the transferee must be either the Company or a wholly-owned Subsidiary, and (ii) if the transferor of such property is the Company or a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) (x) Dispositions permitted by Section 8.04 and (y) Dispositions pursuant to sale and leaseback transactions to the extent not prohibited by any other Contractual Obligation; (f) Dispositions of receivables pursuant to the Permitted Trade Receivables Facilities; and (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 8.05; provided that (i) at the time of such Disposition, no Default shall have expired without exist or would result from such replacement, purchase, or construction being made or completed, Disposition and (ii) the aggregate book value of all property Disposed of in which casereliance on this clause (g) in any fiscal year shall not exceed $100,000,000; Notwithstanding anything herein to the contrary, any amounts remaining in the Deposit Account referred Disposition pursuant to in clause clauses (Ca) above through (d) shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal yearfor fair market value. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.8.06

Dispositions. Within 1 one Business Day of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted DispositionsDispositions and Net Proceeds from casualty insurance proceeds from Damaged Property as set forth in Section 2.4(g)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent Lender prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent Lender has a perfected first-priority security interest, and (D) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent Lender and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 2 Business Day Days of the date of receipt by Parent any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale sale, disposition, or disposition loss by Parent such Borrower or any of its Subsidiaries of assets (including casualty losses or losses, proceeds of insurance, and condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (aa)(i) and (a)(iii), (b), (c), (d), (ei), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), subject to the Financing Order, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Borrower or its SubsidiariesSubsidiaries and certifies that the conditions set forth in this Section 2.4(e)(ii) have been met, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. Furthermore, nothing in this Section 2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to apply the Net Cash Proceeds to the Senior Note Indebtedness or the Term Debt.

Dispositions. Within 1 Subject to the Fee Letter and the Revolver Fee Letter, within one (1) Business Day of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), to the extent any such Disposition is consistent with past practice (i), (j), (k), (l), (m), (n) ), or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Revolving Agent (in its capacity as sub-agent of Agent) has a perfected first-priority security interest, and (D) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds (other than Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof) to make such replacements, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(iii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 three Business Day Days of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), ) or (n) or (oor, to the extent the assets subject to such Permitted Disposition are not included in the Term Loan A Borrowing Base, clause(o) of the definition of Permitted Dispositions)) of assets or other property with an aggregate fair market value, together with all other such sales, dispositions, casualty losses or condemnations during such fiscal year, in excess of $250,000, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) (to the extent the assets so disposed, sold or subject to casualty loss or condemnation were not included in the Term Loan A Borrowing Base) or Section 2.4(f)(iii) (to the extent the assets so disposed, sold or subject to casualty loss or condemnation were included in the Term Loan A Borrowing Base), as the case may be, in each case, in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, other than with respect to Permitted Dispositions under clause (q), so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent the Loan Parties or its their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Loan Party or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days 270 after the initial receipt of such moniesmonies (and such replacement, purchase or construction may be paid from the monies in such Deposit Account referred to in the immediately preceding clause C), then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition disposition, or the costs of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries, unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii) or Section 2.4(f)(iii), as the case may be; provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 1,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 5 Business Day Days of the date of receipt by Parent Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations in excess of $1,500,000 in any given fiscal year but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (od) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, however, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 one Business Day of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(e)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent Lender prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent Lender has a perfected first-priority security interest, and (D) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent Lender and applied in accordance with Section 2.3(f)(ii2.4(e)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within Until the Term Loan has been repaid in full in cash, within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which (x) qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (j), (k), (l), (m), (no), (p) or and (oq) of the definition of Permitted DispositionsDispositions or (y) individually or in the aggregate, following the Closing Date, result in Net Cash Proceeds of less than $500,000 in any fiscal year), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) not later than five (5) Business Days after the receipt of such Net Cash Proceeds, UK-Dutch Administrative Borrower shall have given Agent prior written notice of such UK-Dutch Administrative Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent any Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent the applicable Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 one (1) Business Day of the date of receipt by Parent Parent, Borrower or any of its their respective Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Parent, Borrower or any of its their respective Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations (other than the Letter of Credit Usage) in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariesdisposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Parent, Borrower or its their respective Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition Parent, Borrower and their respective Subsidiaries shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that (i) such applicable period shall have expired without such replacement, purchase, purchase or construction being made or completed, or (ii) no more than $500,000 of such Net Cash Proceeds have already been so expended since the date of this Agreement; in which either case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Parent, Borrower or any of its their respective Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Make any Disposition (other than any Approved Hospital Swap) unless (a) at least 75% of the total consideration received by the Borrower or such Subsidiary in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration paid shall be in an amount not less than the fair market value of the Property disposed of, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.15, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (d) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (e) the aggregate net book value of all of the assets sold or otherwise disposed of by the Parent and its Subsidiaries in all such transactions in any fiscal year of the Parent shall not exceed $25 million, and (f) in the case of any Disposition where the aggregate net book value of all of the assets sold or otherwise disposed of exceeds $2.5 million, no later than five (5) Business Days prior to such Disposition, the Borrower shall have delivered to the Administrative Agent (i) a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Loan Parties have delivered financial statements pursuant to Section 7.01(a) or (b), and (ii) a certificate of a Responsible Officer of the Borrower specifying the anticipated date of receipt by Parent such Disposition, briefly describing the assets to be sold or any otherwise disposed of its Subsidiaries and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of to be received for such assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatDisposition. Notwithstanding the foregoing, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromthe parties hereto agree that AHS Summit Hospital, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies LLC may donate the Baton Rouge Property to the costs City of replacement of the properties Baton Rouge or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4Louisiana State University.

Dispositions. Within 1 Business Day Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers transaction and shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) be in an amount equal to 100% not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such Net Cash Proceeds transactions in any fiscal year of the Company represent less than fifteen percent (including condemnation awards and payments in lieu thereof15%) received by such Person in connection with such sales or dispositionsof Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, so long in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the 101 Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as (Arequired by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default shall have occurred and is continuing exists or would result arises therefrom, (B) such Borrower shall have given Agent prior written notice upon the sale, exchange, transfer or other disposition of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement all of the assets that are the subject or Capital Stock of a Loan Party not prohibited by this Section 8.05, such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Loan Party shall be paid deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to Agent evidence such release and applied discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries the terms hereof shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4not constitute a Material Adverse Effect.

Dispositions. Within 1 Promptly, and in any event within five (5) Business Day of the date Days of receipt by Parent or any of its Subsidiaries the Borrower of the Net Cash Proceeds proceeds of any voluntary or involuntary sale or disposition Disposition by Parent the Borrower or any of its Subsidiaries Subsidiary of assets (including casualty losses or condemnations but excluding sales or dispositions Dispositions which qualify as Permitted Dispositions are permitted under clauses (aSection 9.4), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall be required to prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) Notes issued by it in an amount equal to 100% of such the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsDispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such the Borrower shall have given Agent the Purchasers at least five (5) Business Days’ prior written notice of such the Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition Disposition or the cost of purchase or construction of other assets useful in the business of Parent the Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account deposit account in which Agent has the Purchasers have a perfected first-priority security interest, interest (subject only to Permitted Liens) and (D) Parent the Borrower or its Subsidiaries, as applicable, complete actually applies such monies to and completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party Borrower whose assets were the subject of such disposition Disposition shall have the option to apply such monies in an amount not to exceed $100,000 (with any Net Cash Proceeds in excess of $100,000 to be applied to prepay the Notes) to the costs of replacement of the assets that are the subject of such sale or disposition Disposition or the costs of purchase or construction of other assets useful in the business of the Borrower unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account deposit account referred to in clause (C) above shall be immediately paid to Agent the Purchasers and applied in prepayment of the Notes in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year3.3. Nothing contained in this Section 2.3(e)(ii3.2(c) shall permit Parent the Borrower or any of its Subsidiaries Subsidiary to sell or otherwise dispose of any assets other than in accordance with Section 6.49.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds exceeding $250,000 per year of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (ef), (ji), (k), (l), (m), (n) or (oj) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations and the EXIM Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest or are applied to repay the Advances (without a corresponding reduction in the Commitments), and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Parent or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied against the outstanding principal amount of the Obligations and the EXIM Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, however, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Subject to the Intercreditor Agreement and the Fee Letter, within one Business Day of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets constituting Term Loan Priority Collateral (including Net Cash Proceeds of insurance (other than key-man insurance or business interruption insurance) or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), to the extent any such Disposition is consistent with past practice (i), (j), (k), (l), (m), (n) ), or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(i) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(i); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds of any such voluntary or involuntary sale or disposition of assets (excluding, for purposes of this proviso, Net Cash Proceeds of insurance or arising from casualty losses) to make such replacements, purchases, or construction in excess of $500,000 3,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(i) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of Disposition by any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions Dispositions which qualify as Permitted Dispositions are permitted under clauses (a), (b), (c), (d), (ef), (g), (i), (j), (k), (l), (m), (n) or (ok) of the definition of Permitted DispositionsSection 6.5), Borrowers shall prepay prepay, subject to the terms of the Intercreditor Agreement, the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person Loan Party in connection with such sales or dispositionsDispositions; provided provided, that so long as no Triggering Event has occurred, such prepayment obligations shall only apply to the extent the aggregate amount of Net Cash Proceeds from all Dispositions by the Loan Parties and all Extraordinary Receipts received by the Loan Parties exceeds $5,000,000 in any fiscal year; provided, further, that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariesthe Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, the Loan Parties complete such replacement, purchase, or construction within 180 days after the initial receipt of such moniesmonies (or 270 days if a commitment to reinvest is entered into within 180 days after such receipt), then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the Loan Parties unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, however, that no Borrower nor any of its Subsidiaries the Loan Parties shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 20,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrowers or any of its their Material Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.46.5. Notwithstanding anything to the contrary herein, no such prepayment shall be required pursuant to this clause (ii) to the extent the applicable Net Cash Proceeds constitute proceeds of the Term B Priority Collateral, Borrowers are required to prepay the Term Loan Indebtedness with such Net Cash Proceeds and Borrowers prepay such Term Loan Indebtedness with such Net Cash Proceeds in accordance with the Term Loan Indebtedness Documents.

Dispositions. Within 1 Business Day of the date of receipt by Parent The Borrower shall not, nor shall it permit any Subsidiary to, make any Disposition or enter into any of its Subsidiaries of the Net Cash Proceeds of agreement to make any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses Disposition, except: (a)) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b), ) Dispositions of inventory in the ordinary course of business; (c), (d), (e), (j), (k), (l), (m), (n) Dispositions of equipment or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and real property to the extent that (i) such applicable period shall have expired without property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such replacementDisposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, purchase, the transferee thereof must either be the Borrower or construction being made or completed, in which case, any amounts remaining in a Guarantor; (e) Dispositions permitted by Section 7.03; (f) Dispositions by the Deposit Account referred Borrower and its Subsidiaries not otherwise permitted under this Section; provided that the aggregate book value of all property disposed of pursuant to in this clause (Cf) above in any fiscal year shall not exceed the Threshold Amount; (g) Dispositions (including by capital contribution), pledge, factoring, transfer or sale of assets in connection with any Permitted Factoring Arrangement, Securitization Transaction or other receivables financing; and (h) Dispositions by the Borrower and its Subsidiaries of property pursuant to a Sale and Leaseback Transaction, provided that the book value of all property so Disposed of pursuant to this clause (h) shall not exceed the Threshold Amount. provided, however, that any Disposition pursuant to subsections (a) through (h) shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal yearfor fair market value. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.7.05

Dispositions. Within 1 5 Business Day Days of the date of receipt by Parent any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale sale, disposition, or disposition loss by Parent such Borrower or any of its Subsidiaries of assets (including casualty losses or losses, proceeds of insurance, and condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (ef), (i), (j), (k), (l), (m), (n) ), (o), or (op) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. Furthermore, nothing in this Section 2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to apply the Net Cash Proceeds to the Senior Note Indebtedness.

Dispositions. Within 1 Business Day The Issuer Parties shall not, nor shall they permit any of their Subsidiaries to, make any Disposition, except: (i) Permitted Transfers; (ii) Dispositions of obsolete or worn-out property, whether now owned or hereafter acquired, in the date ordinary course of receipt business; (iii) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (iv) Dispositions by the Parent and its Subsidiaries not otherwise permitted under this Section; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (iv) in any fiscal year shall not exceed $5,500,000; (v) Dispositions permitted by Section 8(b), Section 8(d), Section 8(f) or Section 8(g); (vi) Dispositions of new or used furniture, décor and other kitchenware and household supplies such as linens and towels, and any other similar personal property located in units leased by Parent or any of its Subsidiaries or used in connection with the operations of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries, to landlords or guests on such terms and conditions as may be determined by Parent or such Subsidiary in its reasonable business judgment; (vii) Any Disposition with respect to which: (A) the Parent or one of its Subsidiaries receives consideration at least equal to the fair market value (as determined in good faith by Parent and such fair market value shall be determined as of the date of contractually agreeing to such Disposition) of the assets subject to such Disposition; and (including casualty losses B) at least 75% of the consideration from such Disposition received by the Parent or condemnations but excluding sales such Restricted Subsidiary, as the case may be, is in the form of cash or dispositions which qualify as Permitted Dispositions under Cash Equivalents; and (C) the proceeds are applied or to be applied in accordance with clauses (a1), (b), (c), (d), (e), (j), (k), (l), (m), (n2) or (o3) of the definition of Permitted Dispositions)Net Available Cash or, Borrowers shall prepay the outstanding principal amount of the Obligations when required, are offered or to be offered to redeem Notes in accordance compliance with Section 2.3(f)(ii4(c) in an amount equal to 100% of such Net Cash Proceeds each Note.; and (including condemnation awards and payments in lieu thereofviii) received by such Person Dispositions in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal yearPermitted Tax Restructuring. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.-27-

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (jf), (kg), (lh), (mi), (n), (o) or (op) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, with respect to any such sale or disposition resulting from a casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such sale or disposition resulting from a casualty loss or condemnation shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Subject to the terms of the Intercreditor Agreements, within 2 Business Day Days of the date of receipt by Parent Borrower or any of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l1), (m), (n), (s) or (ot) of the definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations to the extent that the Net Cash Proceeds from such sales or dispositions exceed $5,000,000 in the aggregate for all such sales and dispositions in any fiscal year in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions in excess of such amount; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 10,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent Borrower or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Restricted Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (eg), (h), (i), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, that so long as (A) no Default under Section 8.1 or 8.4 shall have occurred and is continuing and no Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Restricted Subsidiaries, (C) if the aggregate amount of the Net Cash Proceeds received from one or more related sales or other dispositions equals or exceeds $20,000,000, the monies constituting such Net Cash Proceeds (as and when received, but less the amount of such Net Cash Proceeds that have been previously applied to the costs of replacement of the assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Restricted Subsidiaries) are held in a cash collateral Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Restricted Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject or become subject, within 270 days of such disposition receipt, to a binding obligation to complete such replacement, purchase, or construction (so long as such replacement, purchase, or construction is completed within 365 days of such receipt), Borrower and its Restricted Subsidiaries shall have the option to apply such monies (including any such monies held in a cash collateral Deposit Account), to the costs of replacement of the assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Restricted Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, however, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 35,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Restricted Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4the express provisions of this Agreement and the other Loan Documents.

Dispositions. Within 1 Business Day of the date of receipt by Parent any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent such Borrower or any of its Subsidiaries of assets any item of Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n) ), or (oq) of the definition of Permitted Dispositions), Borrowers shall prepay (or cause to be prepaid) the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower's ’s or its Subsidiaries’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or, with respect to construction, such longer period as Agent may approve in writing) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Convey, sell, lease, transfer, assign, dispose of the date or otherwise make cash payments consisting of receipt by Parent (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any material part of its business or property, except for Transfers (a) consisting of cash payments to trade creditors in the ordinary course of business; (b) of Inventory in the ordinary course of business, and non-exclusive licenses of Intellectual Property in connection therewith; (c) of worn-out, excess or obsolete Equipment; (d) permitted by Section 7.3; (e) in connection with Permitted Indebtedness, Permitted Liens and Permitted Investments; (f) of non-exclusive licenses for the use of the Net Cash Proceeds Intellectual Property of any voluntary or involuntary sale or disposition by Parent Borrower, or any of its Subsidiaries Borrower’s Domestic Subsidiaries, in the ordinary course of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person business in connection with such sales corporate collaborations; (g) consisting of Permitted Licenses; or dispositions; provided that, so long as (h) of property that is not otherwise permitted hereunder for cash consideration to Persons who are not Affiliates of Borrower if: (A) no immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Default or an Event of Default shall have occurred and is continuing or would result therefrom, Default; (B) such the aggregate fair market value of all assets so sold by Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful and its Subsidiaries does not exceed Three Hundred Seventy-Five Thousand Dollars ($375,000) in the business of Parent or its Subsidiaries, any fiscal year; and (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt Net Proceeds of such moniesDisposition, then together with the Loan Party whose assets were Net Proceeds of any other Dispositions effected under Section 7.1(c) and the subject Net Proceeds of such disposition shall have all Events of Loss, exceed the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining Threshold Amount in the Deposit Account referred to aggregate for all such Dispositions and Events of Loss in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); providedany fiscal year, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in the Threshold Amount for such fiscal year are: (1) except as otherwise permitted by Section 2.2(b)(iii), applied upon the receipt thereof by Borrower or any given fiscal year. Nothing contained in this Section 2.3(e)(iiSubsidiary to the repayment of the Obligations; or (2) shall permit Parent otherwise, used within ninety days of the receipt thereof by Borrower or any of its Subsidiaries to sell purchase property otherwise permitted hereunder; provided that a Responsible Officer of Borrower shall have notified Agent promptly after its determination to so apply or otherwise dispose use the Net Proceeds and shall have certified the receipt of any assets other not less than fair market value for such property and the proper application of such Net Proceeds in accordance with this Section 6.47.1(h). Notwithstanding anything to the contrary contained in this Section 7.1, any Disposition pursuant to any of the foregoing subsections of this Section 7.1 shall be for not less than fair market value. Agent shall enter into a Non-Disturbance Agreement with the licensee of any Permitted License that any Loan Party grants pursuant to Section 7.1(g).

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries such Loan Party of assets (including casualty losses or condemnations but excluding (x) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), (p) or (oq) of the definition of Permitted Dispositions, (y) sales or dispositions of any assets that constitute Eligible Equipment of US Loan Parties or Eligible Real Property of US Loan Parties but only if at the time of such sale or disposition the US Fixed Asset Sub-Line Amount is greater than zero, and (z) sales or dispositions of any assets that constitute Eligible Equipment of German Borrower but only if at the time of such sale or disposition the German Fixed Asset Sub-Line Amount is greater than zero), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariesthe applicable Loan Party, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiariessuch Loan Party, as applicable, complete completes such replacement, purchase, or construction within 180 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (jf), (ki), (l), (m), (nj) or (ol) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.3(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition Parent and its Subsidiaries shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Parent and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, purchase or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.ATI-2336232v16 9

Dispositions. Within 1 Business Day of the date of receipt by Parent Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 250,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Convey, sell, lease, transfer, assign, or otherwise dispose of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (acollectively, “Transfer”), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell Transfer, all or otherwise dispose any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (e) tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit in clause (l) of the defined term “Permitted Investments”; (f) transfers of Property by any assets Loan Party to any other Loan Party; (g) placements of specialized equipment for manufacturing, with a fair market value not to exceed the sum of Three Million Dollars ($3,000,000) in the aggregate, with foreign or domestic contract manufacturers where Borrower retains title to such equipment; (h) subject to Section 6.3(b) of this Agreement, dispositions consisting of the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction, provided that (i) no Event of Default nor any Overadvance is continuing nor would result therefrom, and (ii) such accounts receivable shall be excluded from the Borrowing Base; (i) dispositions of property that is not Collateral to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are applied to the purchase price of such replacement property within one hundred eighty (180) days; (j) subject to Section 6.7 of this Agreement, dispositions resulting from casualty events; (k) non-exclusive licenses of Borrower’s and its Subsidiaries’ Intellectual Property; (l) licenses for the use of the Intellectual Property of Borrower or its Subsidiaries (but not to any of Borrower’s other Affiliates, except for a Permitted Commercialization Arrangement Vehicle) that are approved by the Board and which would not result in a legal transfer of title of the licensed property but that may be exclusive (i) in respects other than territory (such as field of use or scope) and (ii) as to territory, only as to discrete areas outside of the United States; provided that any such license of such Intellectual Property covering the Product may be exclusive only as to territory and only as to discrete areas outside of the United States; (m) exclusive and non-exclusive licenses covering nCounter Elements or diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (n) any transaction permitted under Section 7.3; and (o) the disposition of other property in accordance with Section 6.4aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in any single year.

Dispositions. Within 1 Business Day Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the date of receipt by Parent or any of its Subsidiaries transaction and shall be in an amount not less than the fair market value of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)Property disposed of, (b)) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (c), ) the total book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions in any fiscal year of the Borrower represent less than ten percent (d), (e), (j), (k), (l), (m), (n) or (o10%) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount Consolidated Total Assets determined as of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% last day of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsthe immediately preceding fiscal year; provided that, so long as in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Borrower or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Borrower may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (A"TCM") for cash consideration; provided that, the net proceeds of such Disposition are used by the Borrower within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Borrower or its Subsidiaries. Provided that no Default or Event of Default shall have occurred and is continuing exists or would result arises therefrom, (B) such Borrower shall have given Agent prior written notice upon the sale, exchange, transfer or other disposition of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement all of the assets that are the subject or Capital Stock of a Loan Party not prohibited by this Section 8.05, such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Loan Party shall be paid deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties' request and at the Loan Parties' expense, deliver such documentation as is reasonably necessary to Agent evidence such release and applied discharge. For purposes of clarification, the release of TCM in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries the terms hereof shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4not constitute a Material Adverse Effect.

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding (x) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (ji), (kj), (l), (m), (n) or (on) of the definition of Permitted DispositionsDispositions and (y) any single sale or disposition (including any casualty losses or condemnations) or series of related sales or dispositions for which the aggregate amount of Net Cash Proceeds received from such sales or dispositions or series of related sales or dispositions does not exceed $50,000), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions to the extent that the aggregate amount of Net Cash Proceeds received exceeds $2,500,000 in the aggregate during the term of this Agreement; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets (other than Current Assets) useful in the business of Parent or its Subsidiaries, (C) the monies Net Cash Proceeds are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (subject to Permitted Liens), and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such moniesNet Cash Proceeds, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have further, however, notwithstanding the right to use foregoing, at Parent’s option, Parent may temporarily pay down outstanding amounts drawn under the ABL Credit Agreement with such Net Cash Proceeds (without a permanent reduction in commitments) other than Net Cash Proceeds from Term Priority Collateral prior to the application of such Net Cash Proceeds in accordance with the preceding clause (D) so long as Agent shall have received, prior to any such pay down, evidence satisfactory to the Required Lenders that ABL Agent has established a dollar-for-dollar reserve against the US Borrowing Base or the Canadian Borrowing Base, as applicable, in an amount equal to such Net Cash Proceeds and has agreed to make a loan under the ABL Credit Agreement in an aggregate principal amount equal to the amount of such replacements, purchases, Net Cash Proceeds so applied or construction in excess apply such amounts upon the occurrence of $500,000 in any given fiscal yearthe applicable events as required by the terms of this Section 2.4(e)(ii) and Section 2.4(f). Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent Borrower or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Restricted Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (eg), (h), (i), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, that so long as (A) no Default under Section 8.1 or 8.4 and no Event of Default shall have occurred and is continuing or would result therefromcontinuing, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Restricted Subsidiaries, (C) if the aggregate amount of the Net Cash Proceeds received from one or more related sales or other dispositions equals or exceeds $10,000,000, the monies constituting such Net Cash Proceeds (as and when received, but less the amount of such Net Cash Proceeds that have been previously applied to the costs of replacement of the assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Restricted Subsidiaries) are held in a cash collateral Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Restricted Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject or become subject, within 270 days of such disposition receipt, to a binding obligation to complete such replacement, purchase, or construction (so long as such replacement, purchase, or construction is completed within 365 days of such receipt), Borrower and its Restricted Subsidiaries shall have the option to apply such monies (including any such monies held in a cash collateral Deposit Account), to the costs of replacement of the assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Restricted Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, however, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. , Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Restricted Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4the express provisions of this Agreement and the other Loan Documents.

Dispositions. Within 1 Business Day of If, at any time or from time to time, the date of receipt by Parent Borrower or any of its Subsidiaries of the shall receive Net Cash Proceeds of from any voluntary or involuntary sale or disposition by Parent or Disposition (other than any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions Disposition permitted under clauses (ai), (bii), (cv) and (vi) of Section 8.05(c) hereof, but, in the case of said clause (ii), only to the extent such Net Proceeds are applied (dor are committed to be applied) by the Borrower or such Subsidiary within 90 days of such Disposition to purchase like Property to be used in the ordinary course of its business), the Borrower shall, within 240 days after receipt of such Net Proceeds (e)subject to the proviso below, if such proceeds have not been applied by such 240th day, then on such 240th day) unless the Borrower shall have used all or a portion of such proceeds to consummate an Acquisition, apply or cause to be applied (j), (k), (l), (m), (nas provided in Section 2.09(f) or (ohereof) to the prepayment of principal of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in Loans an amount equal to 100% the lesser of (i) the amount of such Net Cash Proceeds or (including condemnation awards and payments in lieu thereofii) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice the amount thereof remaining after the consummation of such Borrower's intention to apply Acquisition; PROVIDED that if on such monies to 240th day such proceeds have not been so used but the costs of replacement of the properties Borrower or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have entered into an agreement with respect to an Acquisition, then, within 90 days thereafter, the right to Borrower or such Subsidiary may use all or a portion of such Net Cash Proceeds to make such replacements, purchases, or construction (but not in excess of $500,000 the aggregate amount of all cash consideration and all cash costs and expenses in respect of such Acquisition) to consummate such Acquisition, and any given fiscal year. Nothing contained portion of such Net Proceeds not so used shall be applied to prepay the Loans as provided herein; and, PROVIDED FURTHER that the Borrower shall have no obligations to make any such application in this Section 2.3(e)(ii) shall permit Parent or any respect of its Subsidiaries to sell or otherwise dispose the Net Proceeds received in respect of any assets other than single Disposition unless and until the aggregate amount of all Net Proceeds received in accordance with Section 6.4.respect of all Dispositions effected on and after the Effective Date exceeds $2,000,000, in which case an amount equal to the amount of such excess shall be so applied. CREDIT AGREEMENT

Dispositions. Within 1 one Business Day of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) ), or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that (A) so long as (A1) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B2) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its Subsidiaries, (C3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D4) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C3) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.; and 67 125672876_9

Dispositions. Within 1 3 Business Day Days of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of Disposition by any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions Dispositions which qualify as Permitted Dispositions are permitted under clauses (a), (b), (c), (d), (ef), (g), (i), (j), (k), (l), (m), (n) or (ok) of the definition of Permitted DispositionsSection 6.5), Borrowers shall prepay prepay, subject to the terms of the Intercreditor Agreement, the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person Loan Party in connection with such sales or dispositionsDispositions; provided provided, that so long as no Triggering Event has occurred, such prepayment obligations shall only apply to the extent the aggregate amount of Net Cash Proceeds from all Dispositions by the Loan Parties and all Extraordinary Receipts received by the Loan Parties exceeds $5,000,000 in any fiscal year; provided, further, that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariesthe Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, the Loan Parties complete such replacement, purchase, or construction within 180 days after the initial receipt of such moniesmonies (or 270 days if a commitment to reinvest is entered into within 180 days after such receipt), then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the Loan Parties unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, however, that no Borrower nor any of its Subsidiaries the Loan Parties shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 20,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Loan Parties or any of its their Material Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.46.5. Notwithstanding anything to the contrary herein, no such prepayment shall be required pursuant to this clause (ii) to the extent the applicable Net Cash Proceeds constitute proceeds of the Term B Priority Collateral, Borrowers are required to prepay the Term Loan Indebtedness with such Net Cash Proceeds and Borrowers prepay such Term Loan Indebtedness with such Net Cash Proceeds in accordance with the Term Loan Indebtedness Documents.

Dispositions. Within 1 Business Day Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) in the date ordinary course of receipt by Parent business for reasonably equivalent consideration; (b) to any Borrower or any of its Subsidiaries of the Net Cash Proceeds of from any voluntary or involuntary sale or disposition by Parent other Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b)Subsidiaries, (c)) of property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the purchase price of other property used or useful in the business of Borrowers or their Subsidiaries (d)) sales or discounting of delinquent accounts in the ordinary course of business, (e)) of worn-out or obsolete Equipment that is, in the reasonable judgment of such Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (f) consisting of discounting of customer letters of credit on a non-recourse basis, (j), (k), (l), (m), (ng) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person Transfers in connection with such sales an acquisition permitted hereunder of a portion of a Person’s assets or dispositionsrights acquired for reasonably equivalent consideration that otherwise complies with Section 7.3, (h) consisting of Permitted Liens and Permitted Investments; ; (i) of any non-core Intellectual Property for fair market value that (i) is not material to the business of the Borrowers and their Subsidiaries as currently operated and (ii) will not result in a material adverse effect; provided thatthat Borrower shall provide Bank at least thirty (30) days prior written notice (or such other notice acceptable to Bank, so long in its sole discretion) of any such transfer; (j) of non-exclusive licenses for the use of the property of any Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States and (Ak) by any Borrower and its Subsidiaries not otherwise permitted under this Section 7.1; provided that (i) at the time of such Transfer, no Default or Event of Default shall have has occurred and or is continuing or would result therefrom, from such Transfer and (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (Cii) the monies are held aggregate book value of all property Transferred in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in reliance on this clause (Ck) above during the period beginning on the Effective Date and ending on the Revolving Line Maturity Date shall be paid to Agent and applied in accordance with Section 2.3(f)(iinot exceed One Million Dollars ($1,000,000); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the date ordinary course of receipt business; (b) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (c) Dispositions of property by Parent the Borrower or any Subsidiary (i) to the Borrower or a wholly- owned Subsidiary and (ii) to any other Subsidiary in an aggregate amount (excluding the value of such Disposition attributable to the equity of such other Subsidiary that is owned by the Borrower or any other wholly-owned Subsidiary) for all such transfers made during any fiscal year not exceeding $250,000,000; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (d) the sale, transfer or other disposition of cash, cash equivalents and securities in the ordinary course of business; (e) Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions; (f) Dispositions by the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of Borrower and its Subsidiaries of assets not otherwise permitted under this Section 7.04; provided that (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (ni) or (o) of at the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% time of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatDisposition, so long as (A) no Default or Event of Default shall have occurred and is continuing exist or would result therefromfrom such Disposition and (ii) the assets disposed of pursuant to this Section 7.04(f), when aggregated with all assets subject to mergers and consolidations permitted by Section 7.03(c) (B) where such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful merger resulted in the business of Parent loss by the Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its SubsidiariesSubsidiary, as applicable, complete of business operations or assets), for such replacementfiscal year, purchase, or construction within 180 days after did not result in a loss by the initial receipt Borrower of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction generated in excess of $500,000 in any given thirty percent (30%) of the consolidated operating income of the Borrower during the immediately preceding fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Parties of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Parties of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, that (x) no prepayment shall be due under this clause (ii) as a result of the sale or disposition of any assets that do not constitute Collateral so long as no Dominion Period is in effect at the time of such sale or disposition and (y) so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its SubsidiariesLoan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, Loan Parties complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries Loan Parties to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent Borrower or any of its Subsidiaries of the any Net Cash Proceeds Proceeds, in excess of $500,000 in the aggregate in any fiscal year, of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations (provided that in the event of a casualty loss or condemnation involving Real Property Collateral, subject to the provisions of the Mortgages, which shall control in the event of any inconsistency with the terms of this clause (ii)) but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a) (unless such sale or disposition is of Eligible Equipment or Specified Real Property Collateral, in which case the Net Cash Proceeds thereof shall be subject to mandatory prepayment), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n), (o) or (oq) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations condemnations, but excluding (y) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n) or (op) of the definition of “Permitted Dispositions”, and (z) sales or dispositions which qualify as Permitted Dispositions under clauses (a) or (q) of the definition of “Permitted Dispositions” (except to the extent the aggregate Net Cash Proceeds received from any sales or dispositions thereunder during any fiscal year exceed $4,000,000, in which case such excess Net Cash Proceeds shall be subject to prepayment hereunder)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, in the case of Excess Casualty/Condemnation Proceeds from any casualty loss or condemnation, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the properties or assets that are the subject of such sale loss or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariescondemnation, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent the applicable Loan Party completes such replacement or its Subsidiaries, as applicable, complete such replacement, purchase, or construction repair within 180 365 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition loss or condemnation shall have the option to apply such monies Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the assets that are the subject of such sale loss or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, replacement or construction repair being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Promptly, and in any event within two (2) Business Day of the date Days of receipt by Parent or any of its Subsidiaries the Borrower of the Net Cash Proceeds proceeds of any voluntary or involuntary sale or disposition Disposition by Parent the Borrower or any Subsidiary of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)assets, (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall be required to prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) Notes issued by it in an amount equal to 100% of such the Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsDispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such the Borrower shall have given Agent the Purchaser prior written notice of such the Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition Disposition or the cost of purchase or construction of other assets useful in the business of Parent the Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account deposit account in which Agent the Purchaser has a perfected first-priority security interest, interest (subject only to Permitted Liens) and (D) Parent the Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party Borrower whose assets were the subject of such disposition Disposition shall have the option to apply such monies in an amount not to exceed $150,000 (with any Net Cash Proceeds in excess of $150,000 to be applied to prepay the Notes) to the costs of replacement of the assets that are the subject of such sale or disposition Disposition or the costs of purchase or construction of other assets useful in the business of the Borrower unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account deposit account referred to in clause (C) above shall be immediately paid to Agent the Purchaser and applied in prepayment of the Notes in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.43.3.

Dispositions. Within 1 Business Day Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents and shall be in an amount not less than the fair market value of the Property disposed of, (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 8.15, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Consolidated Party, (d) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (e) the aggregate net book value of any individual Real Property asset sold or otherwise disposed of by the Consolidated Parties in such Disposition shall not exceed $15,000,000 (other than with respect to the Sale Properties), (f) the aggregate net book value of all of the assets sold or otherwise disposed of by the Consolidated Parties in all such transactions during any fiscal year shall not exceed $25,000,000 (other than with respect to the Sale Properties), (g) no later than five (5) Business Days prior to the consummation of any such Disposition that is in an amount of $10,000,000 or more, the Parent shall have delivered to the Administrative Agent (i) a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11(a)-(d) as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information and (ii) a certificate of a Responsible Officer of the Parent specifying the anticipated date of receipt by Parent such Disposition, briefly describing the assets to be sold or any otherwise disposed of its Subsidiaries and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such Disposition and (h) the Loan Parties shall comply with the terms of Section 2.05(b)(iii). Pending final application of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)Disposition, (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacementrequired, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use Consolidated Parties may apply such Net Cash Proceeds to temporarily reduce the Revolving Loans or to make such replacements, purchases, or construction Investments in excess Cash Equivalents. SUBPART 2.7 Amendment to Section 8.11. Section 8.11 of $500,000 the Existing Credit Agreement is hereby amended and restated in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.entirely as follows:

Dispositions. Within 1 ten (10) Business Day Days of the date of receipt by Parent any Obligor or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or Asset Disposition (except (i) the first $50,000,000 thereof received in any Fiscal Year and (ii) subject to the application of its Subsidiaries any Net Cash Proceeds of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (aany Disposition of Miner Collateral pursuant to the terms of the New Miner Equipment Intercreditor Agreement), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) Loans as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales Asset Disposition; provided, that, such Obligor shall be permitted to elect to exercise an option to apply 50% of such Net Cash Proceeds to finance the costs of replacing the assets that are the subject of such sale or dispositions; provided thatDisposition, or to finance the costs of the purchase or construction of other assets used or useful in the business of such Obligor or such Subsidiary, in each case, so long as (A) as of the time of, and after giving pro forma effect to the application of such Net Cash Proceeds in such manner, no Default or Event of Default shall have occurred and is or shall be continuing or would result therefrom, (B) within five (5) Business Days of such Asset Disposition, Borrower shall have given the Administrative Agent prior written notice of such Borrower's ’s intention to exercise its option to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its SubsidiariesNet Cash Proceeds as described herein, (C) the monies are Cash in an amount equal to such Net Cash Proceeds shall have been deposited into, and shall be held in pending such designated application in, a Deposit Account in which the Collateral Agent has a perfected first-priority security interest, and (D) Parent such Obligor or its SubsidiariesSubsidiary, as applicable, shall complete such replacement, purchase, or construction within 180 270 days after the initial receipt of such monies, then Net Cash Proceeds (and an additional ninety-five (95) day extension if a written commitment to reinvest has been entered into prior to the Loan Party whose assets were the subject lapse of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that 270 day period); provided, further, that, if such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above not applied as so designated shall promptly be paid to the Administrative Agent and applied for application by Administrative Agent to repay the Loans in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year5.6.1. Nothing contained in this Section 2.3(e)(ii) 5.3.2 shall permit Parent any Obligor or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.410.2.5.

Dispositions. Within 1 Subject to the terms of the Intercreditor Agreements, within 2 Business Day Days of the date of receipt by Parent Borrower or any of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l1), (m), (n), (s) or (ot) of the definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrowers Borrower shall prepay the outstanding principal amount of the Obligations to the extent that the Net Cash Proceeds from such sales or dispositions exceed $5,000,000 in the aggregate for all such sales and dispositions in any fiscal year in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions in excess of such amount; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's Xxxxxxxx’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, that no Borrower nor any of and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 10,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.. (iii)

Dispositions. Within 1 The Borrower will not (and will not permit any of its Subsidiaries to) make any Disposition, except: (i) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the Ordinary Course of Business Day and 140 Dispositions of property no longer used or useful in the conduct of the date business of receipt the Borrower and its Subsidiaries (including allowing any registrations or any applications for registration of any immaterial intellectual property to lapse or go abandoned); (ii) (A) Dispositions permitted by Parent Section 5.03(m), (B) Investments permitted by Section 5.03(j), (C) Restricted Payments permitted by Section 5.03(h) and (D) Liens permitted by Section 5.03(a); (iii) Dispositions by the Borrower or any of its Subsidiaries of property pursuant to sale-leaseback transactions permitted by Section 5.03(f); (iv) Dispositions of inventory, cash and Cash Equivalents for fair market value in the Net Cash Proceeds Ordinary Course of Business; (v) licensing or sublicensing of any voluntary intellectual property rights in the Ordinary Course of Business on customary terms; (vi) Disposition of property (A) between Loan Parties, (B) between Subsidiaries of the Borrower (other than Loan Parties), (C) by Subsidiaries of the Borrower that are not Loan Parties to the Loan Parties or involuntary sale (D) by Loan Parties to any Subsidiary of the Borrower that is not a Loan Party; provided that (1) the portion (if any) of any such Disposition made for less than fair market value and (2) any noncash consideration received in exchange for any such Disposition, shall in each case constitute an Investment in such Subsidiary; (vii) leases, subleases, licenses or disposition sublicenses of property in the Ordinary Course of Business and which do not materially interfere with the business of the Borrower and its Subsidiaries; (viii) transfers of equipment, fixed assets or real property (including any improvements thereon) subject to any event that gives rise to the receipt by Parent the Borrower or any of its Subsidiaries of any casualty insurance proceeds or condemnation awards in respect thereof to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)real property, (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) upon receipt of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds of such casualty insurance proceeds or condemnation awards; (including condemnation awards and payments in lieu thereofix) the Disposition of other assets for fair market value; provided that (i) at least 75% of the total consideration for any such Disposition received by such Person the Borrower and its Subsidiaries is in the form of cash or Cash Equivalents and (ii) the requirements of Section 2.10(b), to the extent applicable, are complied with in connection therewith; (x) any Disposition or discounts of accounts receivable, or participations therein, and related assets in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.Receivables 141

Dispositions. Within 1 Business Day of the If on any date of receipt by Parent Holdings or any of its Subsidiaries of the shall receive Net Cash Proceeds of from any voluntary or involuntary sale or disposition by Parent or Disposition (other than Dispositions permitted under any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses subsections (a), (b), (c), (d), (e), (j), (k), (l), ) through (m), (n) of Section 7.05) or (o) of Recovery Event, the definition of Permitted Dispositions)Borrower shall, Borrowers shall on the next Business Day following such date, prepay the outstanding principal amount of Loans and/or Cash Collateralize the L/C Obligations in accordance with Section 2.3(f)(ii2.05(b)(vii)(B) in an aggregate amount equal to 100% of such Net Cash Proceeds provided, however, that if Holdings and its Subsidiaries apply the Net Cash Proceeds from such event (including condemnation awards and payments in lieu or a portion thereof) received by within 360 days after receipt of such Person in connection with such sales or dispositions; provided that, so long as (A) Net Cash Proceeds and at a time when no Default or Event of Default shall have has occurred and is continuing, to acquire assets (excluding goodwill) to be used in the business of Holdings and its Subsidiaries (provided that the Borrower has delivered to the Administrative Agent on the next Business Day following the date such Net Cash Proceeds are received a certificate of a financial officer stating its intention to do so and certifying that no Default or Event of Default has occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice at the time of such Borrower's intention receipt), then no prepayment shall be required pursuant to apply such monies to the costs of replacement this paragraph in respect of the properties or assets that are the subject Net Cash Proceeds in respect of such sale or disposition event (or the cost portion of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds specified in such certificate, if applicable) except to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose the extent of any assets other than such Net Cash Proceeds therefrom that have not been so applied by the end of such 360-day period, at which time a prepayment shall be required in accordance with Section 6.4an amount equal to such Net Cash Proceeds that have not been so applied.

Dispositions. Within 1 5 Business Day Days of the date of receipt by Parent Administrative Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent Administrative Borrower or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations but excluding (x) Net Cash Proceeds received from any single sale or disposition (or series of related sales or dispositions that could have been made in a single sale or disposition), unless the aggregate amount of such Net Cash Proceeds exceeds $100,000, (y) Net Cash Proceeds received in any fiscal year (including those made pursuant to the foregoing clause (x)) until the aggregate amount of all such Net Cash Proceeds received in such fiscal year exceeds $300,000, and (z) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) ), or (o) of the definition of Permitted DispositionsDispositions and dispositions in the form of transactions expressly permitted by Section 6.3), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Administrative Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Administrative Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds (1) to make such replacements, purchases, or construction in respect of voluntary sales or dispositions in excess of $500,000 in any given fiscal year or (2) to make such replacements, purchases or construction in respect of involuntary sales or dispositions in excess of $3,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent Administrative Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or (a) No Borrowing Base Covenant Subsidiary shall, nor shall it permit any of its Subsidiaries (other than an Unrestricted Real Property Subsidiary) to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition (unless, solely with respect to entering into any such agreement, such agreement is subject to receiving consent hereunder), except (1) Dispositions of the Net Cash Borrowing Base Asset Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions expressly permitted under clauses (aSection 2.06(e), (b)ii) Dispositions of Borrowing Base Assets expressly permitted under Section 2.15, (c)3) Dispositions to a Secured Guarantor or a Borrowing Base Subsidiary and (4) Dispositions of property other than Dispositions, (d)directly or indirectly, (e)of Equity Interests in any Borrowing Base Covenant Subsidiary, (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Borrowing Base Asset Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsBorrowing Base Assets; provided that, so long as in the case of this clause (A4), (x) such Disposition shall not, in the reasonable opinion of the applicable Secured Guarantor or Subsidiary at the time of such Disposition (or the commitment to enter into such Disposition), be reasonably expected to result in a Material Adverse Effect, (y) at the time of such Disposition and after giving effect thereto, no Default or Event of Default shall have occurred and is be continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, therefrom and (Dz) Parent or its Subsidiariestaking into account such Disposition, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless Borrower and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have be in compliance, on a pro forma basis, with the right provisions of Section 7.12; provided that, in no event shall any Disposition pursuant to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 this Section 7.05(a) (x) result in any given fiscal yearGuarantor or Borrowing Base Covenant Subsidiary ceasing to be a Wholly Owned Subsidiary of the Borrower or (y) permit any transaction that is not permitted under Section 2.15. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.109

Dispositions. Within 1 Business Day of the date of receipt by Parent any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent such Borrower or any of its Subsidiaries of assets ABL Priority Collateral (including insurance proceeds and proceeds from casualty losses or condemnations condemnations) (but excluding sales or other than dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), ) and (n) or (o) of the definition of Permitted Dispositionsthereof), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(i) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs cost of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent Borrowers or its their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Borrower or its their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days 270 after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs cost of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, further, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 10,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (mm)(i), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within (1) 365 days after the date of the initial receipt of such monies if such monies relate to the replacement of, or construction in connection with, Real Property and (2) in all other cases, 180 days after the date of the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Parent or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, however, that no Borrower nor the provisions of this Section 2.4(e)(ii) shall not apply to the voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries shall have of assets where the right to use such aggregate Net Cash Proceeds to make of all such replacements, purchases, sales or construction in excess of $500,000 dispositions in any given fiscal yearyear are less than or equal to $5,000,000. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 To the extent any Advances are outstanding at such time, within one (1) Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds in excess of $500,000 in the aggregate during the term of this Agreement (or all such proceeds at any time while an Event of Default exists) of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (og) of the definition of Permitted Dispositions), Borrowers such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, so long as (A) on the date of any such sale or other disposition arising from casualty losses or condemnation proceedings and after giving effect thereto, no Default or Event of Default exists or shall have occurred and is continuing or would result therefrombe continuing, (B) such Borrower shall have given Agent prior written notice of such Borrower's ’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition arising from casualty losses or condemnation proceedings or the cost of purchase or construction of other assets useful in the business of Parent such Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 one hundred eighty (180) days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition arising from casualty losses or condemnation proceedings shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that that, no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 2,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.. DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 15

Dispositions. Within 1 Business Day of the date of receipt by Parent any Company or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent any Company or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(d)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent the applicable Company or its SubsidiariesSubsidiary, (C) the monies are held in a Deposit Account deposit account in which Agent has a perfected first-priority security interest, and (D) Parent the applicable Company or one of its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party Company or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(d); provided, however, that no Borrower nor any of its Companies and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 100,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(c)(i) shall permit Parent any Company or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.47.4.

Dispositions. Within 1 one (1) Business Day of the date of receipt by Parent or any of its Subsidiaries Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any Subsidiary of its Subsidiaries Parent of assets any Revolving Loan Priority Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to one hundred (100% %) percent of such Net Cash Proceeds (including condemnation awards awards, insurance recoveries and payments in lieu thereof) received by such Person in connection with such sales or dispositions); provided provided, that, so long as (A) no Cash Dominion Period exists, and no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply reinvest such monies to the costs of replacement of the properties or in assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiarieswhich constitute Revolving Loan Priority Collateral, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent the failure to promptly apply the Net Cash Proceeds to prepay the Obligations will not result in a requirement that such Net Cash Proceeds be applied to prepay any amounts owing under the Term Loan Documents, and (E) Borrowers or its SubsidiariesGuarantors, as applicable, complete such replacement, purchase, or construction reinvestment within 180 120 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition Borrowers shall have the option to apply such monies to the costs of replacement of the reinvest in assets that are the subject of such sale or disposition which constitute Revolving Loan Priority Collateral unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction purchase being made or completedmade, in which case, case any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to the Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 one Business Day of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition in excess of $100,000 in any calendar year by Parent any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (oand payments in lieu thereof) of the definition of Permitted Dispositions)assets or other property, Borrowers then Borrower shall prepay the outstanding principal amount of the Obligations Term Loan (in accordance with Section 2.3(f)(ii) the inverse order of the maturity of the installments thereunder (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment)), in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that. Notwithstanding the foregoing, so long as (A) no Default or Event of Default shall have has occurred and is continuing or would result therefromcontinuing, (B) such the Borrower shall have given Agent prior written notice of such Borrower's intention not be required to apply such monies to the costs of replacement make any prepayment of the properties Term Loan under this Section 1.8(a) with respect to Net Cash Proceeds received by any Loan Party or assets that are the subject any of such its Subsidiaries from any sale or disposition (including any casualty losses or condemnations) to the cost of purchase extent that, on or construction of other prior to the date such Net Cash Proceeds would otherwise be required to be so applied, the Borrower notifies the Agent that such Net Cash Proceeds are to be reinvested in assets useful used or usable in the business of Parent the Loan Parties or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction any of their respective Subsidiaries within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of each such sale or disposition unless disposition, and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use if such Net Cash Proceeds to make be reinvested are not in fact reinvested within 180 days after receipt thereof, then such replacementsproceeds shall be due and payable, purchasesand, or construction in excess each case, applied to the prepayment of $500,000 Term Loan as provided in any given fiscal yearthis clause (a) at the expiration of such 180-day period. Nothing contained in this Section 2.3(e)(ii1.8(a) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.45.23.

Dispositions. Within 1 three Business Day Days of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent of assets of any Loan Party or any of its Subsidiaries of assets (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions (other than under clauses (ag), (bh), (cp), (d), (e), (j), (k), (l), (m), (nq) or (ov) of the definition of Permitted Dispositions)), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatprovided, that so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Borrowers shall have given Agent prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of replacement replacement, substitution or restoration of the properties or assets that are the subject of such sale or disposition or casualty loss or condemnation, or the cost of purchase or construction of other assets useful in the business of Parent such Loan Party or its SubsidiariesSubsidiaries (in any case, other than current assets except to the extent the assets subject to the applicable Disposition were current assets), (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority (subject to Permitted Liens to the extent any such Liens would have priority over the Agent's Liens pursuant to any applicable law or an agreement expressly permitted hereunder to have such senior priority) security interest, and (D) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, restoration, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition or casualty loss or condemnation shall have the option to apply such monies to the costs of replacement replacement, substitution or restoration or casualty loss or condemnation of the assets that are the subject of such sale or disposition or casualty loss or condemnation or the costs of purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, restoration, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, that no Borrower Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, restorations, purchases, or construction in excess of $500,000 5,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.