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 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 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 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 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 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 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 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 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 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 The Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) Term Loans in an amount equal to 100% of the Net Cash Proceeds of any Disposition or series of Dispositions by any Loan Party or any Subsidiary of a Loan Party pursuant to Section 6.3(a)(iii) generating Net Cash Proceeds in excess of $250,000 in the aggregate after the Closing Date. Each such prepayment shall be due promptly upon receipt by the such Person of such Net Cash Proceeds and shall be applied as set forth in clause (including condemnation awards and payments in lieu thereofe) received by such Person in connection with such sales or dispositions; provided thatbelow. Notwithstanding the foregoing, 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 not be required to apply any such proceeds in accordance with clause (e) to the extent that the Borrower advises the Administrative Agent prior written notice at the time of the relevant Disposition that the Borrower intends to use the Net Cash Proceeds thereof to finance one or more Operating Costs or Project Development Costs permitted by this Agreement, and such Net Cash Proceeds are in fact so applied (or contractually committed to be applied) to such expenditures within 180 days of such Borrower's intention Disposition (it being understood that Net Cash Proceeds shall be deemed to apply be utilized in the same order in which they are received. Any such monies Net Cash Proceeds which are not applied (or contractually committed to be applied) within such 180 day period as required by the immediately preceding sentence shall forthwith be applied in accordance with clause (e). Notwithstanding the foregoing, the Borrower shall not be required to prepay any proceeds realized form the sale of any Dispositions generated from the sale of assets exclusively related to the costs Coyote Springs or Mimbres sites. In addition, the Borrower agrees that the sale 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 any drilling equipment no longer used 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 Borrower shall be paid considered to Agent and applied in accordance with be Disposition under 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)(ii6.3(a)(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 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 Subject to the applicable provisions of the Intercreditor Agreement, within three (3) Business Day Days of the date of receipt by Parent any Loan 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 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 in respect thereof), 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 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 11971562v12 1989.271 (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) pending such application, the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (subject to Permitted Liens), and (D) Parent Borrowers or its their 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 or Subsidiary whose assets were the subject of such disposition (in the case of a replacement) or any of the Loan Parties 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 Borrowers or 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, in the case of replacements, purchases or construction to which Borrowers or their Subsidiaries have committed within such 365-day period, to the extent that such replacement, purchase or construction 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 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 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 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 one (1) Business Day of the date of receipt by Parent Parent, any Borrower or any of its their Subsidiaries of the Net Cash Proceeds net cash proceeds of any voluntary or involuntary sale or disposition by Parent Parent, any such Borrower or any of its Subsidiaries such Subsidiary 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) net cash proceeds received by such Person in connection with such sales or dispositions; provided thatthat the Commitment shall not be reduced and, 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 Subsidiariesdisposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent Parent, such Borrower or its Subsidiariesany such Subsidiary, as applicable, complete completes such replacement, purchase, replacement or construction purchase 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, 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)(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, any Borrower or any of its their 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 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 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 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 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 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 1 If, at any time after the occurrence of the Discharge of Senior Credit Agreement Obligations, and subject to Section 2.6, 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 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 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 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 Loan Party or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest[reserved], 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 6,000,000 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 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 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 three Business Day of the date of receipt by Parent Borrower or any of its Subsidiaries of the Net Cash Proceeds Proceeds, in excess of $2,000,000, of any single voluntary or involuntary sale or disposition disposition, or series of voluntary or involuntary sales or dispositions by Parent Borrower 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), (f) (i), (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) 2.4(f)(ii), as applicable, in an amount equal to 100% %, in excess of such threshold, 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) 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 SubsidiariesSubsidiaries including, for the avoidance of doubt, Permitted Acquisitions, 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 SubsidiariesSubsidiary, as applicable, complete such replacement, purchase, or construction within 180 365 days after the initial receipt of such moniesmonies the “Reinvestment Period”) (provided, that if the Borrower has entered into a binding commitment to reinvest any such Net Cash Proceeds at any time prior to the end of the Reinvestment Period, then such Reinvestment Period shall be extended for an additional 180 days with respect to such committed amount of such Net Cash Proceeds), then the Loan Party Borrower 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 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 not so utilized 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 (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 Make, or permit any of its Subsidiaries of the Net Cash Proceeds of Subsidiary (other than any voluntary or involuntary sale or disposition by Parent or Subsidiary Outside Company) to make, 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), ) a sale by the Borrower of a Portfolio Company for at least fair market value (b), as determined by the board of directors (c), (d), (e), (j), (k), (l), (m), (n) or (oequivalent governing body) of the definition of Permitted DispositionsBorrower), 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 occurred and is continuing exists or would result therefrom, (Bii) the Borrower has delivered an updated Availability Certificate to the Administrative Agent demonstrating that, after giving effect to such sale and the application of the proceeds thereof, Borrowing Availability shall be in excess of Total Revolving Outstandings, (iii) after giving effect to such sale and the application of the proceeds thereof, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement, and the Borrower shall have given delivered to the Administrative Agent prior written notice a Pro Forma Compliance Certificate demonstrating such compliance, (iv) all Intercompany Debt owing by such Portfolio Company is repaid to the Borrower in cash in full at the time of the closing of such sale and (v) at least 80% of the consideration for such sale (excluding any obligations of the acquiring Person to make earn-out, purchase price adjustment, indemnification or other contingent payments) is cash and Cash Equivalents paid contemporaneously with consummation of such sale; (b) a going-public transaction consummated by a Portfolio Company or a transaction entered into by the Borrower that results in a sale or other disposition of a portion of its Equity Interests in a Portfolio Company for at least fair market value (as determined by the board of directors (or equivalent governing body) of the Borrower's intention to apply ), in each case so long as (i) such monies Portfolio Company is reclassified as an Outside Company upon the consummation of such transaction, (ii) no Event of Default exists or would result therefrom, (iii) the Borrower has delivered an updated Availability Certificate to the costs of replacement Administrative Agent demonstrating that, after giving effect to such transaction, to the application of the properties proceeds thereof and to the applicable Portfolio Company constituting an Outside Company, Borrowing Availability shall be in excess of Total Revolving Outstandings, (iv) after giving effect to such transaction, to the application of the proceeds thereof and to the applicable Portfolio Company constituting an Outside Company, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement, and the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating such compliance, (v) all Intercompany Debt owing by such Portfolio Company is repaid to the Borrower in cash in full upon the consummation of such transaction and (vi) at least 80% of the consideration paid in connection therewith (excluding any obligations of the acquiring Person to make earn-out, purchase price adjustment, indemnification or other contingent payments) is cash and Cash Equivalents paid contemporaneously with consummation of such transaction; (c) a sale by the Borrower of an Outside Company for at least fair market value (as determined by the board of directors (or equivalent governing body) of the Borrower) and sales and dispositions by the Borrower of Equity Interests in Outside Companies for at least fair market value (as determined by the board of directors (or equivalent governing body) of the Borrower), in each case where the consideration paid in connection therewith is at least 80% cash or Cash Equivalents paid contemporaneously with consummation of the transaction; (d) the Disposition of non-cash consideration received in a Disposition permitted under Section 7.05 for at least fair market value (as determined by the board of directors (or equivalent governing body) of the Borrower provided that no Event of Default exists or would result therefrom; and (e) sales and dispositions of assets that are by any Portfolio Company for at least fair market value (as determined by the subject board of directors (or equivalent governing body) of such Portfolio Company), so long as (i) no Event of Default exists or would result therefrom, (ii) the consideration paid in connection therewith is at least 80% cash or Cash Equivalents paid contemporaneously with consummation of the transaction, (iii) the aggregate net book value of all of the assets sold or otherwise disposed of by any Portfolio Company in all such transactions in any fiscal year pursuant to this clause (e) shall not exceed an amount equal to 35% of the aggregate net book value of the tangible assets of such Portfolio Company as of the last day of the immediately prior fiscal year, (iv) the aggregate net book value of all of the assets sold or otherwise disposed of by all Portfolio Companies in all such transactions in any fiscal year pursuant to this clause (e) shall not exceed an amount equal to 15% of the aggregate net book value of the combined tangible assets of all Portfolio Companies as of the last day of the immediately prior fiscal year, and (v) after giving effect to 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 replacementapplication of the proceeds thereof, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Borrower shall be paid in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent and applied in accordance with Section 2.3(f)(ii); providedthe provisions of this Agreement, that no and the Borrower nor any of its Subsidiaries shall have delivered to the right to use Administrative Agent a Pro Forma Compliance Certificate demonstrating 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 6.4compliance.

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 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 (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 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 The Borrower will not, nor will it permit any of the date ------------ its Consolidated Subsidiaries to, sell, transfer, lease or otherwise dispose of receipt by Parent all or any substantial part 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)assets, (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 except that, so long as (A) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and is be continuing (i) any Consolidated Subsidiary may sell, transfer, lease or would result therefromotherwise dispose of its assets to the Borrower or another Consolidated Subsidiary and (ii) the Borrower and any of its Consolidated Subsidiaries may sell, transfer, lease, exchange or dispose of (in one transaction or in a series of transactions and, in the case of clauses (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 below, in any form, including by way of a merger or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after consolidation the initial receipt effect of such monies, then which is to result in 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 respective Station): (A) any part of its 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 ordinary course of business and on ordinary business terms, (B) the Dayton Station and the Providence Station, (C) any one or more Stations, so long as the Broadcast Cash Flow attributed to in all Stations sold or exchanged pursuant to this clause (C) above (but not pursuant to clause (B)) during any fiscal year shall not exceed 25% of the Broadcast Cash Flow for such fiscal year nor 50% of the Broadcast Cash Flow for any period five consecutive fiscal years (Broadcast Cash Flow, for purposes hereof, to be paid to Agent determined under the assumption that none of the sales otherwise permitted under this clause (C) had occurred during such fiscal year or five fiscal year period 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 Broadcast 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 Flow of any Station sold during such period remained unchanged after such sale), and (D) any non-broadcast assets other than in accordance with Section 6.4acquired by the Borrower and its Consolidated Subsidiaries.

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 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 (on) 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, other than with respect to dispositions which qualify as Permitted Dispositions under clauses (j), (m) or (o) of the definition of Permitted Dispositions, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromcontinuing, (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 180 270 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 cost of purchase or construction of other assets useful in the business of Parent or 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 shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii); provided, and provided further that no Borrower nor any prepayment shall be required pursuant to this Section 2.4(e)(ii) (other than with respect to dispositions which qualify as Permitted Dispositions under clauses (j), (m), (n) or (o) of its Subsidiaries shall have the right to use such definition of Permitted Dispositions) until the sum of (1) aggregate amount of Net Cash Proceeds to make of all dispositions described in this Section 2.4(e)(ii) plus (2) the aggregate amount of all Extraordinary Receipts described in Section 2.4(e)(iii), collectively, exceeds $250,000 during the term of this Agreement and then only above such replacements, purchases, or construction in excess of $500,000 in any given fiscal yearamount. 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 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) 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); 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 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), (p) 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 provided, that: (A) to the extent that any such Net Cash Proceeds are proceeds of Third-Party Term Loan Priority Collateral, such Net Cash Proceeds shall be subject to the payment requirements and other terms and conditions of the Intercreditor Agreement; (B) 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 interestinterest (other than Liens in favor of the Third-Party Term Loan Agent and permitted pursuant to the terms of hereof and the Intercreditor Agreement), and (D4) Parent such Loan Party or its SubsidiariesSubsidiary, as applicable, complete completes such replacement, purchase, or construction within 180 90 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); providedprovided that the foregoing shall not prohibit the Agent from issuing an Activation Instruction (as defined in the Guaranty and Security Agreement), initiating cash dominion or otherwise taking remedies with respect to such Deposit Account in accordance with the terms of the Loan Documents; provided further, 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 2,500,000 in any given fiscal year. Nothing ; and (C) 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 3 Business Day Days of the date of receipt (or if an Activation Instruction (as defined in the Guaranty and Security Agreement) is in effect concurrently with 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 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 10 Business Day Days 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 other 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), ) or (n) or (oexcept to the extent such payment is required pursuant to such clause (n)) of the definition of Permitted DispositionsDispositions and, prior to the payment in full of the Term Loan Debt, excluding sales or dispositions of Term Loan Priority Collateral (as defined in the Intercreditor Agreement)) to the extent the Net Cash Proceeds of such sales and dispositions exceed $3,000,000 in the aggregate during the term of this Agreement, Borrowers Borrower shall prepay the outstanding principal amount of the Obligations (without any reduction in the Revolver Commitments) 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 Borrower or its Subsidiariesany other 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 Subsidiariessuch other Loan Party, as applicable, complete completes 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 in an aggregate amount not to exceed $5,000,000 in any fiscal year 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 either (x) such applicable period shall have expired without such replacement, purchase, or construction being made or completed, or (y) there shall occur an Event of Default that is continuing, then, in which either 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) (without any reduction in the Revolver Commitments); 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 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), (l), (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 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 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), (n) or (om) 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 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 1,000,000 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 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 property and casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions except for those Permitted Dispositions under clauses (g), (h) and (o) of the definition of Permitted Dispositions and (B) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), clause (n) or (o) of the definition of Permitted Dispositions)Dispositions up to $1,250,000 in the aggregate) in excess of the Retained Amount in any fiscal year of Borrower, 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 Loan Party 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 Subsidiariesthe Loan Party whose assets were the subject of such disposition, (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 Loan Party completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the such 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 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 Subject to the applicable provisions of the Intercreditor Agreement, within three (3) Business Day Days of the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds in excess of $5,000,00010,000,000 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 in respect thereof), 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 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) pending such application, the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (subject to Permitted Liens), and (D) Parent Borrowers or its their 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 or Subsidiary whose assets were the subject of such disposition (in the case of a replacement) or any of the Loan Parties 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 Borrowers or 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, in the case of replacements, purchases or construction to which Borrowers or their Subsidiaries have committed within such 365-day period, to the extent that such replacement, purchase or construction 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 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 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 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 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 under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s) or (ot) 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 reinvest such monies to the costs of replacement of the properties proceeds in assets used 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 interestinterest (subject to Permitted Liens), and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days reinvestment occurs prior to the date that is 12 months 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 reinvest such monies to proceeds in assets used or useful in the costs of replacement of the assets that are the subject business of such sale Loan Party or disposition unless and its Subsidiaries; provided, that to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completedreinvestment, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above Net Cash Proceeds 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 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 Dispose of, or permit any Subsidiary of Parent to Dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.05 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction by this Agreement is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and from and after the initial Borrowings on the Closing Date except: (a) sales and leases of inventory in the ordinary course of its business, provided that the aggregate book value of all inventory subject to any such leases at any time shall not exceed $50,000,000; (b) in a transaction authorized by Section 7.04; (c) Dispositions of assets by Parent and its Subsidiaries to any Wholly-Owned Subsidiary of Parent and or Parent; provided that (I) at no time shall the aggregate amount of all Dispositions of assets made pursuant to this clause (c) by Qualified Loan Parties to any Subsidiary of Parent that is not a Qualified Loan Party exceed $75,000,000; (II) at no time shall the aggregate amount of all Dispositions of assets made pursuant to this clause (c) by Parent and its US Subsidiaries to any Foreign Subsidiary exceed $25,000,000; (III) no Default and no Event of Default then exists or would exist immediately after giving effect to the respective transfer; and (IV) other than with respect to Dispositions of assets by Loan Parties to Subsidiaries of Parent that are not Loan Parties, the Collateral and Guarantee Requirements (taking into account such Disposition of assets) shall be satisfied upon consummation of such Disposition with respect to such disposed assets (without any regard to time periods specified therein); (d) Dispositions of assets (including any Disposition of assets pursuant to the Restructuring) for cash and/or promissory notes, provided that at least 85% of such proceeds consist of cash, and that such Dispositions are for fair value (other than minority interests in Subsidiaries) in an aggregate amount not to exceed $75,000,000 in any Fiscal Year (which, for purposes of determining compliance with such aggregate limit, the proceeds of the Disposition of assets pursuant to the Restructuring with a book value not in excess of $25,000,000 in the aggregate for all such Dispositions shall be excluded from this aggregate limit), in each case so long as no Default shall have occurred and be continuing or would result from such sale; (e) Dispositions of obsolete assets having a book value of zero; (f) any Asbestos Insurance Settlement; (g) Dispositions constituting the licensing of intangible assets in the ordinary course between Subsidiaries of Parent or between Parent and any of its Subsidiaries; (h) any claim for, or surrender of, any amount by way of group relief under Part 5 of the U.K. Corporation Tax Act 2010 including, without limitation, any payment within section 183 of the U.K. Corporation Tax Act 2010 in each case except by or to a company that satisfies the requirements of clause (1) of the definition of Inactive Subsidiary; (i) Dispositions of assets (other than inventory, cash, Cash Equivalents and Equity Interests in any Loan Party) among Parent and its Subsidiaries, in each case so long as (x) no Default and no Event of Default exists at the time of the respective transfer or immediately after giving effect thereto and (y) cash in an amount at least equal to the fair market value of the assets so transferred is received by the respective transferor; and (j) within 18 months of the Closing Date, Dispositions by Parent and/or its Subsidiaries to Parent and/or any Wholly-Owned Subsidiary consisting of Equity Interests of Subsidiaries, intercompany loans and/or intercompany accounts receivable or payable owed to Parent or any of its Subsidiaries, so long as such Dispositions are made (A) as part of Parent’s transfer pricing arrangements or (B) to efficiently structure the integration of Parent and its Subsidiaries prior to the Closing Date with the Target Group following the Acquisition, in each case, as determined in good faith by Parent; provided that (x) such Dispositions (or series of related Dispositions) shall not impair the value of the Collateral or the Guarantees in any material respect, (y) the Parent shall provide to the Administrative Agent upon the written request of the Administrative Agent information regarding the proposed integration and the related proposed Dispositions and (z) in the case of Dispositions made pursuant to this clause (j) in the form of a intercompany loan, (i) if applicable, the Collateral and Guarantee Requirements shall be satisfied with respect to such intercompany loan and (ii) the intercompany loan made pursuant to this clause (j) to a Loan Party shall be subject to subordination pursuant to the Intercompany Subordination Agreement; provided that in the case of Dispositions pursuant to clause (d) above, the applicable Borrower shall, on the date of receipt by Parent any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such Disposition, prepay the Loans pursuant to, and in the amount and order of any voluntary or involuntary sale or disposition by Parent or any priority set forth in, Section 2.05(b), as specified therein; provided, further, that in each case (other than the case of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses clause (a) above), (b)immediately before and after giving effect thereto, (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 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 therefrom on 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 6.4pro forma basis.

Dispositions. Within 1 Business Day of the date of receipt by Parent The Company will not, nor will it cause or permit any of its Designated Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including receivables and leasehold interests), except: (a) Dispositions by the Company or any Designated Subsidiary in the ordinary course of its business (including dividends and such Dispositions involving current assets or other invested assets); (b) Dispositions of equipment or other property which is obsolete or no longer used or useful in the conduct of the Net Cash Proceeds business of any voluntary the Company or involuntary sale or disposition by Parent such Designated Subsidiary; (c) Dispositions from the Company to a Designated Subsidiary or any of its Subsidiaries of assets (including casualty losses other Subsidiary, and Dispositions from a Designated Subsidiary to the Company, another Designated Subsidiary or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), any other Subsidiary; (d), (e), (j), (k), (l), (m), (n) discounts or (o) forgiveness of accounts receivable in the definition ordinary course 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 or in connection with such sales collection or dispositionscompromise thereof and for which adequate reserves have been established; (e) Potential Divestitures; (f) Dispositions of tax credits (or properties or ownership interests in properties, or disposition of loans or interests in loans to properties, acquired to generate tax credits); (g) Dispositions by the Company or any Designated Subsidiary in connection with securitizations permitted under Section 6.01(e); and (h) other Dispositions; provided thatthat (i) the aggregate value of assets sold, so long leased, transferred or otherwise disposed after the Effective Date pursuant to this clause (h) shall not exceed 15% of the total assets of the managed businesses of the Company and its Subsidiaries (based on the Combined Balance Sheet for the fiscal quarter ended September 30, 2010 and calculated after giving pro forma effect to the Potential Divestitures (as if the same had been consummated as of such date)) and (Aii) at the time of any such Disposition, no Default or Event of Default shall have occurred and is continuing exist 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 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, except: (a)) Dispositions of (i) obsolete or worn out property, (b)whether now owned or hereafter acquired, (c), (d), (e), (j), (k), (l), (m), (n) in the ordinary course of business or (oii) of property which the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations Parent Borrower 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 good faith determines is no longer used 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 conduct of the business of the Parent or Borrower and its Subsidiaries; (b) Dispositions of Inventory and immaterial assets in the ordinary course of business; (c) Dispositions of property, provided that (Ci) immediately before and immediately after giving pro forma effect to any such Disposition, the Payment Conditions shall be satisfied and (ii) the monies proceeds of any Disposition consisting of Collateral 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)(ii2.05(b); provided, that no Borrower nor further, that, in the case of any Disposition of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction property of a Loan Party under this clause (c) with an aggregate fair market value in excess of $500,000 50,000,000, the Parent Borrower shall have delivered to the Administrative Agent a completed Borrowing Base Certificate calculating and certifying the Borrowing Base and the Excess Availability as of the most recent date for which a calculation of the Borrowing Base shall have been delivered pursuant to Section 6.02(h) giving pro forma effect to such Disposition as if effected immediately prior to such date; (d) Dispositions of property by (i) any Borrower to any Guarantor or another Borrower and (ii) any Subsidiary to any Borrower or to a wholly-owned Subsidiary; provided that for Dispositions described in any given fiscal year. Nothing contained in this clause (ii) above, if the transferor of such property is a Loan Party, (x) the transferee thereof must either be a Borrower or another Loan Party and (y) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 2.3(e)(ii7.03; (e) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose (i) Dispositions permitted by Section 7.04 (other than Section 7.04(f)) and (ii) the grant of any assets other than in accordance with Lien permitted by Section 6.4.7.01;

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 (1) 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, and (2) the Net Cash Proceeds from sales or dispositions under clause (r) of the definition of Permitted Dispositions may not be used to make such replacements, purchases or constructions. 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 Make any Disposition or enter into any agreement to make any Disposition, except 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 following Dispositions, which qualify as Permitted Dispositions under clauses (a), other than those described in Sections 7.05(a) and (b), (c), (d), (e), (j), (k), (l), (m), (n) shall be for fair market value and shall only be permitted with respect to assets which are not Collateral or (o) of which constitute Collateral being released from the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations Administrative Agent's Lien prior to or concurrently with such Disposition in accordance with Section 2.3(f)(ii) in an amount equal the provisions hereof relating to 100% release of such Collateral: (a) Dispositions of (i) obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, along with related real property other than Mortgaged Property, if any, up to a maximum amount during the term of this Agreement of $10,000,000 and (ii) Core Assets and Non-Core Assets, whether now owned or hereafter acquired, which are Disposed of in any single transaction the Net Cash Disposition Proceeds (including condemnation awards and payments in lieu thereof) received by such Person of which do not exceed $100,000 in connection with such sales or dispositions; provided thatsingle transaction, so long up to a maximum amount during the term of this Agreement of $20,000,000 (such assets described in this Section 7.05(a)(ii) herein referred to as the "Specified Assets"); (Ab) Dispositions of inventory in the ordinary course of business; (c) Dispositions of Cash Equivalents in the ordinary course of business; (d) exchanges by the Borrower of timberlands for other timberlands in the ordinary course of business if: (i) at the time of such exchange, no Default or Event of Default exists or shall result from such exchange (including any Default or Event of Default under Section 2.05(a) (shortfall in Collateral Value of Borrowing Base) and, in connection with any exchange of Collateral, Borrower shall have occurred delivered to Administrative Agent a confirming Borrowing Base Certificate certified by a Responsible Officer of the Borrower as of the date of such exchange, including calculations of compliance with Section 2.05(a) both before and is continuing or would result therefrom, after giving effect to such exchange; and (ii) if the exchange includes Mortgaged Property: (A) the aggregate fair market value of all Mortgaged Property so exchanged by the Borrower does not exceed on a cumulative basis $50,000,000 during the term of this Agreement; (B) such Borrower shall have given Agent prior written notice the timberlands to be received in exchange are of such Borrower's intention to apply such monies at least an equivalent fair market value to the costs of replacement of the properties or assets timberlands 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, constitute Mortgaged Property to be exchanged; (C) the monies Administrative Agent has received, in form and substance satisfactory to it, copies of appraisals or valuations for the Mortgaged Property to be exchanged and the other timberlands to be received in the exchange, which appraisals or valuation shall, in the case of any exchange where the Borrower is transferring properties (in one or a series of related transactions) having a fair market value in excess of $10,000,000 to be prepared by an independent appraiser reasonably acceptable to the Administrative Agent, and in all other cases the appraisal or other valuation may be prepared by the Borrower in such form and content as is usual and customary in accordance with past practices of the Borrower; (e) Any Disposition to the extent it constitutes the granting of a Lien permitted under Section 7.01, an Investment permitted by Section 7.02, a transaction permitted by Section 7.04, a Restricted Payment permitted by Section 7.07, or a sale and leaseback transaction permitted by Section 7.11; (f) Dispositions by the Borrower and its Subsidiaries pursuant to the Permitted Securitization; (g) Dispositions of assets other than the Collateral between or among the Borrower and one or more Subsidiaries (including any Person that becomes a Subsidiary in connection with such transaction) or between or among two or more Subsidiaries (including any Person that becomes a Subsidiary in connection with such transaction); (h) Dispositions constituting leases or subleases of property of the Borrower or any Subsidiary in the ordinary course of business and not materially interfering with the business of the Borrower and the Subsidiaries; (i) Dispositions constituting licenses of intellectual property of the Borrower or any Subsidiary; and (j) Subject to the Borrower first establishing and maintaining a Restricted Cash Collateral Account, Permitted Non-Core Asset Dispositions if: (i) at the time of such Permitted Non-Core Asset Disposition no Default or Event of Default exists or shall result from such Permitted Non-Core Asset Disposition (including any Default or Event of Default under Section 2.05(a) (shortfall in Collateral Value of Borrowing Base), and, in connection with any Permitted Non-Core Asset Disposition of Collateral, Borrower shall have delivered to Administrative Agent a confirming Borrowing Base Certificate certified by a Responsible Officer of the Borrower as of the date of such Disposition, including calculations of compliance with Section 2.05(a) both before and after giving effect to such Disposition; (ii) the consideration received in such Permitted Non-Core Asset Disposition is in the form of cash, Cash, Cash Equivalents, or Purchase Money Notes; and (iii) Net Disposition Proceeds of such Permitted Non-Core Asset Disposition (including net proceeds of any Note Financing) are held in a Deposit deposited into the Restricted Cash Collateral Account in which Agent has a perfected first-priority security interestaccordance with, 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 by, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred Section 2.05(b) to in clause (C) above shall be paid to Agent and applied held for application 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 6.4therewith.

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 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 Business Day If the Company or any Subsidiary shall at any time or from time to time make or agree to make a Disposition resulting in Net Cash Proceeds in excess of $500,000 individually or on a cumulative basis in any fiscal year of the date Borrowers, then (x) the Company shall promptly notify the Administrative Agent of such proposed Disposition (including the amount of the estimated Net Cash Proceeds to be received by such Person in respect thereof) and (y) promptly upon receipt by Parent or any of its Subsidiaries such Person 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)such Disposition, (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers Company shall cause such Person to prepay the Loans (or all outstanding principal amount Loans and L/C Obligations if an Event of the Obligations in accordance with Section 2.3(f)(iiDefault exists) in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds (including condemnation awards and payments the Commitments shall be ratably terminated by a like amount; provided that in lieu thereof) received by the case of each Disposition, if the Company states in its notice of such event that such Person intends to reinvest, within 360 days of the applicable Disposition, the Net Cash Proceeds thereof in connection with assets similar to the assets which were subject to such sales or dispositions; provided thatDisposition, then so long as (A) no Default or Event of Default then exists, such Person shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice not be required to make a mandatory prepayment under this Section in respect 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 the extent such replacementsNet Cash Proceeds are actually reinvested in such similar assets with such 360-day period. Promptly after the end of such 360-day period, purchasessuch Person shall notify the Administrative Agent whether such Person has reinvested such Net Cash Proceeds in such similar assets, and to the extent such Net Cash Proceeds have not been so reinvested, the Company shall cause such Person to promptly prepay the Loans (or construction all outstanding Loans and L/C Obligations if an Event of Default exists) in excess the amount of $500,000 in any given fiscal yearsuch Net Cash Proceeds not so reinvested. Nothing contained in this Section 2.3(e)(ii) The amount of each such prepayment shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4be applied on a ratable basis among the relevant outstanding Obligations based on the principal amounts thereof.

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), (i), (j), (k), (l), (m), (n) or (op) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the ABL Loans and/or 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, 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 SubsidiariesLoan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (subject only to, in the case of ABL Priority Collateral, the prior Lien of ABL Agent under the ABL Loan Documents), 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 Person whose assets were the subject of such sale or 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 shall be paid to Agent or ABL Agent, as applicable and applied in accordance with Section 2.3(f)(ii2.4(f)(i); provided, that no Borrower neither Parent 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 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 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), (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)(ii2.4(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 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 180 365 days (270 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)(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 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 (1) 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, and (2) the Net Cash Proceeds from sales or dispositions under clause (r) of the definition of Permitted Dispositions may not be used to make such replacements, purchases or constructions. 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 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 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 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 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 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 Subject to the applicable provisions of the Intercreditor Agreement, 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 $1,000,000 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 in respect thereof), 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 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 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 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 completedcompleted (or, in the case of replacements, purchases or construction to which Borrowers or their Subsidiaries have committed within such 365-day period, to the extent that such replacement, purchase or construction 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 shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, however, that no Borrower nor any (x) in the case of its ABL Priority Collateral, 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 1,500,000 in any given fiscal year and (y) in the case of the Term Priority Collateral, Borrowers and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases or construction unless, while the Term Loan Credit Agreement is in effect, such replacements, purchases and construction are permitted by the terms of the Term Loan Credit Agreement (as in effect on the date hereof) or, if the Term Loan Credit Agreement is no longer in effect, such Net Cash Proceeds are in excess of $1,500,000 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 10 Business Day Days 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 other 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), ) or (n) or (oexcept to the extent such payment is required pursuant to such clause (n)) of the definition of Permitted DispositionsDispositions and, prior to the payment in full of the Term Loan Debt, excluding sales or dispositions of Term Loan Priority Collateral (as defined in the Intercreditor Agreement)) to the extent the Net Cash Proceeds of such sales and dispositions exceed $3,000,000 in the aggregate during the term of this Agreement, Borrowers Borrower shall prepay the outstanding principal amount of the Obligations (without any reduction in the Revolver Commitments) 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 Borrower or its Subsidiariesany other 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 Subsidiariessuch other Loan Party, as applicable, complete completes such replacement, purchase, or construction within 180 days after the initial receipt of such *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies in an aggregate amount not to exceed $5,000,000 in any fiscal year 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 either (x) such applicable period shall have expired without such replacement, purchase, or construction being made or completed, or (y) there shall occur an Event of Default that is continuing, then, in which either 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) (without any reduction in the Revolver Commitments); 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 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 except: (a), ) Dispositions of inventory in the ordinary course of business; (b)) Dispositions of machinery, (c), (d), (e), (j), (k), (l), (m), (n) 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 other tangible personal property no longer used 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 conduct of 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 Parties and their Subsidiaries that are Disposed of in the subject ordinary course of such disposition shall have the option to apply such monies business; (c) Dispositions of IP Rights that are no longer reasonably necessary to the costs of replacement respective businesses of the assets that are the subject Loan Parties and their Subsidiaries; (d) Dispositions of such sale or disposition unless and property to the extent that such applicable period shall have expired without such replacement, purchase, Borrower 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)Subsidiary; provided, that no if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (e) Dispositions of delinquent accounts receivable in connection with the collection or compromise thereof; (f) licenses (including licenses of intellectual property), sublicenses, leases or subleases granted to any Persons and not interfering in any material respect with the business of the Loan Parties and their Subsidiaries; (g) Dispositions of Cash Equivalents for fair market value; (h) Dispositions of auction rate securities with a value as of the Closing Date not exceeding $2,200,000; (i) to the extent constituting a Disposition, Investments permitted by Section 8.02 (other than Section 8.02(i)); (j) Dispositions of IP Rights among the Borrower nor and its Subsidiaries; and (k) other Dispositions provided that (i) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in any such transaction shall not exceed 10% of consolidated total assets of the Borrower and its Subsidiaries (as determined as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered), (ii) after giving effect to such Disposition, the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions occurring after the Closing Date shall have not exceed 40% of consolidated total assets of 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 Borrower and its Subsidiaries to sell or otherwise dispose (as determined as of any assets other than the last day of the most recently ended fiscal quarter for which financial statements have been delivered), and (iii) after giving effect such Disposition, the Loan Parties would be in accordance compliance with the financial covenants set forth in Section 6.48.11 on a Pro Forma Basis.

Dispositions. Within 1 Business Day Make any Disposition, except: (a) Dispositions of equipment or inventory which is worthless or obsolete or no longer necessary or useful to the date of receipt by Parent or any proper conduct of its Subsidiaries business or which is replaced by equipment of equal suitability and value; (b) Dispositions of property by any Subsidiary to the Net Cash Proceeds US Borrower or to a wholly-owned Subsidiary; provided that if the transferor 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 (asuch property is a Guarantor, the transferee thereof must either be the US Borrower or, subject to Section 6.12(b), (b), a Guarantor; (c), ) Dispositions of inventory in the ordinary course of business; (d), ) Dispositions permitted by Section 7.04; (e), ) Dispositions of Equity Interests in Unrestricted Subsidiaries; (j), (k), (l), (m), (nf) or (o) Dispositions 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; other property for fair consideration provided that, so long as : (Ai) prior to and immediately after giving effect to such proposed Disposition no Default or Event of Default shall have exist and be continuing, and the consummation of any such transaction would not result in any violation of Section 7.17 calculated for such purpose as of the date on which such Disposition is to be consummated on a pro forma basis after giving effect to any such sale, with Consolidated EBITDA calculated as at the last day of the most recently ended fiscal quarter as if such sale had occurred on the first day of the relevant four quarter period 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 giving pro forma effect to the costs application of replacement funds to the repayment of the properties or assets that are the subject of Indebtedness; (ii) such sale or disposition or the cost transfer is for consideration consisting of purchase or construction of other assets useful not less than 75% cash; (iii) in the business event that the aggregate Net Cash Proceeds of Parent or its Subsidiaries, all such Dispositions from the date hereof through the date any Net Cash Proceeds are received (C) less 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 amount thereof previously applied in accordance with Section 2.3(f)(iiclause (x) of this clause (iii); provided) exceeds 5% of the US Borrower’s Consolidated assets measured as of the close of the then most recent Fiscal Quarter end (such excess amount being herein called “Excess Sale Proceeds”), that no Borrower nor any Loan Parties shall, within 180 days of its Subsidiaries shall have the right to use date on which such Net Cash Proceeds exceeded any such limitation, cause an amount equal to make such replacementsExcess Sale Proceeds to be applied (x) to the acquisition of capital assets used in a business permitted by Section 7.07 or (y) to the extent not applied pursuant to the immediately preceding clause (x), purchasesto prepay the Loans as provided in Section 2.05; (iv) upon receipt of Excess Sale Proceeds by a Loan Party and until the application thereof as provided in clause (iii)(x) or (y), such Loan Party shall either, or construction in combination equal to the total of such Excess Sale Proceeds, both (A) maintain such Excess Sale Proceeds in cash or cash equivalents or (B) apply such Excess Sale Proceeds to prepay the Loans as provided in Section 2.05 but without reduction of the Aggregate Commitment; and (v) satisfaction of the requirements of this Section 7.05(f), other than in respect of clause (iii), have been set forth in reasonable detail in an officer’s certificate satisfactory to the Administrative Agent, delivered to the Administrative Agent as promptly as possible and in no event less than five Business Days prior to the consummation of such sale; (g) leases of tank and other equipment or property in the ordinary course of business; (h) Dispositions to Imperial Oil pursuant to the exercise of any option or other right of Imperial Oil, a partnership of XxXxxx-Frontenac Petroleum Inc. and Imperial Oil Limited, contemplated by the MAPL Purchase Agreement and related agreements to reacquire part of the assets sold by Imperial Oil consisting of approximately eight acres of fee simple real property in the event such real property is no longer used in connection with the operation of a pipeline; (i) the making of an Investment permitted by Section 7.02 to the extent such making of an Investment is construed to be a Disposition of the cash or property so invested; and (j) Dispositions by the US Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided that the aggregate book value of all property Disposed of in reliance on this clause (j) in any fiscal year shall not exceed $15,000,000; provided, however, that any Disposition pursuant to clauses (a), (c) and (e) through (g) shall be for fair market value as reasonably determined by (i) in the case of a Disposition in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii20,000,000, the board of directors of Management LLC, and (ii) shall permit Parent or any otherwise, a Responsible Officer of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4the Borrower.

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), (j), (k), (l), (m), (n) or (on) 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, other than with respect to dispositions which qualify as Permitted Dispositions under clauses (j), (m) or (o) of the definition of Permitted Dispositions, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefromcontinuing, (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 180 270 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 cost of purchase or construction of other assets useful in the business of Parent or 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 shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, and provided further that no Borrower nor any prepayment shall be required pursuant to this Section 2.4(e)(ii) (other than with respect to dispositions which qualify as Permitted Dispositions under clauses (j), (m), (n) or (o) of its Subsidiaries shall have the right to use such definition of Permitted Dispositions) until the sum of (1) aggregate amount of Net Cash Proceeds to make of all dispositions described in this Section 2.4(e)(ii) plus (2) the aggregate amount of all Extraordinary Receipts described in Section 2.4(e)(iii), collectively, exceeds $2,000,000 during the term of this Agreement and then only above such replacements, purchases, or construction in excess of $500,000 in any given fiscal yearamount. 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 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 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 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. (A) [Reserved]. (B) 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 any Loan Party or any of its the Restricted Subsidiaries of any assets (including casualty losses or condemnations Casualty Events but excluding sales or dispositions which qualify as Permitted Dispositions under except for clauses (aq), (b), s) and (c), (d), (e), (j), (k), (l), (m), (n) or (ou) of the definition of Permitted Dispositions), the Borrowers shall prepay the outstanding principal amount of the Obligations Obligations, in accordance with Section 2.3(f)(ii) 2.4(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 or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower the Company shall have given Agent prior prompt written notice of such Borrower's its 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 Company or its Subsidiaries, the Restricted Subsidiaries and (C) such application of monies shall be in substantial compliance with the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestCash Budget and the applicable Financing Order, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction then within 180 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 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 Company 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 not previously applied pursuant to the Deposit Account referred to in clause (C) above foregoing shall be paid prepaid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f)(ii), subject to the applicable Financing Order; provided, provided further that no Borrower nor any the aggregate amount of monies permitted to be retained by the Company and its Restricted Subsidiaries pursuant to the first proviso to this Section 2.4(e)(ii)(B) shall have not exceed $25,000,000 in the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal yearaggregate. Nothing contained in this Section 2.3(e)(ii) 2.4(e)(ii)(B), shall permit Parent the Company or any of its Restricted Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. Notwithstanding the foregoing in this paragraph (B), (1) if the amount required to be applied as a mandatory repayment on any date is less than $1,000,000, and so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers may defer any mandatory repayments required pursuant to this clause (B) until the first date on which the aggregate Net Cash Proceeds from all sales or dispositions required to be applied pursuant to this clause (B) since the last payment made pursuant to this sentence equals or exceeds $1,000,000 (at which time all theretofore unapplied amounts shall be required to be applied) and (2) if the aggregate Net Cash Proceeds received by any Loan Party in respect of any transaction (or series of related transactions) permitted under clause (q) of the definition of Permitted Disposition does not exceed $250,000, such Net Cash Proceeds received in respect of such transaction (or series of related transactions) shall be deemed to be $0 for purposes of this clause (B).

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 such Loan Party of ABL Priority Collateral that result in Net Cash Proceeds greater than $10,000,000 in the aggregate in any of its Subsidiaries of assets fiscal year (including casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (nm),(n) or (oq) of the definition of Permitted Dispositions, and (B) sales or dispositions of any assets that constitute Eligible Equipment unless the Fixed Asset Sub-Line Amount has been Exhibit 10.1 reduced to 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 Administrative Borrower shall have given Agent prior written notice of such Borrower's Borrowers' intention to apply such monies to the costs of repair, restoration 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 of a Loan Party 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 repair, restoration or 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 repair, restoration or replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets of such Loan Party useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such repair, restoration or 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 Subsidiariesto 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 Borrower shall not Dispose (or, during the date of receipt by Parent or Certain Funds Period, enter into 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 Contract in connection with such sales any proposed Disposition) of any property or dispositionsassets, including any Opco Shares, (whether in a single transaction or a series of transactions and whether voluntarily or involuntarily), whether now owned or hereafter acquired; provided thatprovided, so long as however, that the Borrower may sell all or any number of the Opco Shares, after the end of the Certain Funds Period, if the following conditions are satisfied: (Aa) no Default or Event of Default shall have has occurred and is continuing or would result therefrom; (b) the Net Sale Proceeds from such sale are received by the Borrower in cash in immediately available funds on the closing of such sale; (c) the Opco Implied Value of the remaining Opco Shares following such sale, would be sufficient to repay the balance of the Loan following the mandatory repayment of the Loan resulting from such sale; (Bd) the Borrower makes the mandatory repayment required to be made under Section 4.3(b) as a result of such sale; (e) such sale is made in compliance with the provisions of the Opco Shareholders Agreement (which may include consents or waivers from other shareholders of Opco) and the Borrower shall have given Agent prior written notice provide reasonable evidence of such Borrower's intention to apply such monies compliance to the costs of replacement of Lender; and (f) the properties or assets that are the subject of Net Sale Proceeds from such sale or disposition or are deposited into the cost Account prior to being applied to any mandatory repayment required hereunder. The Borrower shall not issue any Borrower Shares, permit the Disposition 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, purchaseany Borrower Shares, or construction within 180 days after enter into any Contract for the initial receipt issuance or Disposition 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)Borrower Shares; provided, however, that Parent may sell part of the Borrower Shares if no Event of Default has occurred and is continuing or would result therefrom including that no Borrower nor any Change of its Subsidiaries shall have the right to use Control would result from 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 6.4sale.

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 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 Promptly, but in any event within three (3) 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 casualty losses or condemnations 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 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 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 with a similar or “like” asset or the cost of purchase or construction of other assets useful in the business of Parent or its SubsidiariesBorrower, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest (subject only to Permitted Liens), and (D) Parent or its Subsidiaries, as applicable, complete Borrower completes 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 Borrower shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition with a similar or “like” asset, in an aggregate amount not to exceed $1,000,000 in any fiscal year (except that such limit shall not apply with respect to the reinvestment of insurance proceeds of casualty losses or condemnations), 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)(ii2.3(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)(ii2.4(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 (i) If on any date any Mission Entity shall make any Disposition (other than a Disposition of the date of receipt by Parent or any of its Subsidiaries of a motor vehicle for which 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 (asuch Disposition are reinvested in a replacement vehicle), (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 the Net Cash Proceeds from such Disposition shall be applied on such date to prepay outstanding principal of the Term B Loans and the Revolving Loans on a pro rata basis among such Loans (with a corresponding reduction in the Aggregate Revolving Commitment in the amount of such amount applied to prepay the Revolving Loans), provided that (A) with respect to no more than $500,000 in the aggregate for the sum of Net Cash Proceeds and Nexstar Net Cash Proceeds in connection with such Dispositions and Nexstar Dispositions received by the Credit Parties in the aggregate in any Fiscal Year, 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, shall not be required to be so long as (A) applied if no Default or Event of Default shall have occurred and is continuing or would result therefromthen exists, (B) such Borrower shall have given Agent prior written notice with respect to no more than $1,000,000 in the aggregate for the sum of such Borrower's intention to apply such monies to Net Cash Proceeds and Nexstar Net Cash Proceeds received by the costs of replacement of Credit Parties in the properties or aggregate in any Fiscal Year in connection with assets that are the subject of such sale obsolete or disposition no longer used or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiariessuch Credit Party, then, so long as there exists no Default at the time of such Disposition, the Borrower shall not be required to repay such Net Cash Proceeds, (C) with respect to no more than the monies are held Exclusion Amount, the Net Cash Proceeds from Dispositions shall not be required to be so applied if no Default then exists, and, provided, further, that this requirement for mandatory prepayment will be further reduced to the extent the Borrower elects, as hereinafter provided, to attempt to cause some or all of such Net Cash Proceeds to be reinvested in Reinvestment Assets during the Reinvestment Period (a Deposit Account “Reinvestment Election”) if (x) no Default exists on the date of such Reinvestment Election and (y) such Reinvestment Election is made by the delivery of a Reinvestment Notice to the Administrative Agent on or before the date of the consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in which Agent has a perfected first-priority security interestsuch Reinvestment Notice, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt any portion 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 which the Borrower determines in good faith should be reserved for post-closing adjustments or liabilities (as set forth in a certificate of the Borrower executed on its behalf by a Responsible Officer of the Borrower and delivered to the Administrative Agent with the amount of such cash proceeds to be held by the Administrative Agent in accordance with the terms of Section 2.06(k)) shall not be required to be used as a prepayment on the date received, it being understood and agreed that on the day all such post-closing adjustments and liabilities have been determined, subject to clauses (A), (B) and (C) hereof, the amount (if any) by which the reserved amount of the Net Cash Proceeds of such Disposition exceeds the actual post-closing adjustments or liabilities payable by any Mission Entity shall be used to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. an immediate mandatory prepayment. (ii) Nothing contained in this Section 2.3(e)(ii2.06(b) shall be deemed to permit Parent or any Disposition not otherwise permitted under this Agreement. (iii) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of its Subsidiaries the Term B Loans and the Revolving Loans on a pro rata basis among such Loans (with a corresponding reduction in the Aggregate Revolving Commitment in the amount of such amount applied to sell or otherwise dispose of any assets other than in accordance with Section 6.4prepay the Revolving Loans).

Dispositions. Within 1 2 Business Day Days of 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 insurance proceeds and proceeds from casualty losses or condemnations but excluding condemnation and including proceeds from sales or dispositions which qualify as Permitted Dispositions solely under clauses (a), (bg), (c), h) and (d), (e), (j), (k), (l), (m), (n) or (ors) 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 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 Restricted Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest and are subject to a Control Agreement, and (D) Parent Borrower or its Restricted Subsidiaries, as applicable, complete such replacement, purchase, or construction within 150 days after the initial receipt of such monies, or enter into binding commitments within 150 days (and an additional sixty (60) day extension if a commitment to reinvest has been entered into prior to the lapse of such 150 day period) after the initial receipt of such monies to complete such replacement, purchase or construction thereafter, and actually 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 purchase or construction of other assets unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, or committed to being made or completed, as applicable, 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 Restricted Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of (x) $500,000 2,500,000 in any given fiscal year, plus (y) solely in respect of any such Net Cash Proceeds of any involuntary loss, damage or destruction of property, up to $2,000,000 in the aggregate during the term of the Agreement. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Restricted 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 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 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.. 126471205_8

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 Make any Disposition unless (a) such transaction does not involve the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or other disposition by Parent or of a minority equity interest in any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a)Subsidiary, (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 sold or otherwise disposed of by the Borrower and its Subsidiaries in all Dispositions in any fiscal year of the Borrower shall not exceed ten percent (10%) of Consolidated Net Worth as of the end of the immediately preceding fiscal year, (d) the aggregate amount of consideration (other than consideration consisting of cash, Cash Equivalents and Indebtedness assumed) received in all Dispositions in any fiscal year of the Borrower shall not exceed five percent (5%) of Consolidated Net Worth as of the end of the immediately preceding fiscal year (it being understood that in the case of any deferred purchase price obligations, including earn-out obligations, for purposes of this clause (d) the amount of such deferred purchase price obligations shall be the good faith estimate made by the Borrower at the time of such Disposition), and (e)) in the case of any Disposition in which the aggregate net book value of all assets subject thereto exceeds $15,000,000, no later than five (j)5) Business Days prior to such Disposition, (k)the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, (l)upon giving effect on a Pro Forma Basis to such transaction, (m), (nthe 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 Borrower has delivered financial statements pursuant to Section 7.01(a) or (o) of the definition of Permitted Dispositionsb), 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 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 Business Day Make any Disposition or enter into any agreement to make any Disposition (whether in one transaction or in a series of transactions or pursuant to a Division) or, in the date case of receipt by Parent any Subsidiary, issue, sell or otherwise Dispose of (whether in one transaction or in a series of transactions or pursuant to a Division) any of its Subsidiaries of the Net Cash Proceeds of such Subsidiary’s Equity Interests to 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)Person, (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 except that, so long as (A) no Default or Event of Default shall have occurred and is continuing exists or would result therefrom: (a) Dispositions of obsolete or worn out property, (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 whether now owned or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful hereafter acquired, in the business ordinary course of Parent business; (b) Dispositions of equipment 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; (c) Dispositions of property by any Subsidiary to the Borrower or to another Subsidiary; provided that if the transferor of such property is a Guarantor or Grantor, the transferee thereof must either be the Borrower, a Guarantor or a Grantor; (d) Dispositions permitted by Section 7.04 and, notwithstanding anything in this Section 7.05 to the contrary, Dispositions permitted by Section 7.06; and (e) 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) immediately upon giving effect thereto, (A) Availability shall not be less than zero ($0) and (B) the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.11; and (iii) in the event of any Disposition of a Borrowing Base Property or Collateral, each of the Release Conditions with respect to such Disposition shall have expired without been satisfied and upon consummation of 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 Disposition such property shall be paid to Agent and applied have been removed as a Borrowing Base Property in accordance with the provisions of Section 2.3(f)(ii2.18(c); 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)(iisubsections (a) through (e) 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 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 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 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 Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions by the date of receipt by Parent Borrowers or any of its their respective Subsidiaries of (i) Hydrocarbons in the ordinary course of business for fair market value, or (ii) other inventory in the ordinary course of business; (b) Dispositions of property by any Borrower to another Borrower, by any Subsidiary (other than an Excluded Subsidiary) to a Borrower, or by any Subsidiary (other than an Excluded Subsidiary) or by any Borrower, to a Wholly-Owned Subsidiary that is a Guarantor; (c) Dispositions of equipment and other real and personal property (including Oil and Gas Properties) for fair market value by any Borrower or any Subsidiary to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement or exchanged property, or (ii) the Net Available Cash Proceeds of such Disposition is within 180 days Reinvested, and if any portion of such Net Available Cash has not been Reinvested within 180 days from the receipt by such Company of Net Available Cash (including receipt of any voluntary or involuntary sale or disposition by Parent or deferred payments for any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (asuch Disposition, if and when received), (b)then on the Business Day following such 180th day, (c)the Revolving Loans shall be prepaid, (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% the portion of such the Net Available Cash Proceeds that is not so Reinvested, (including condemnation awards and payments in lieu thereofd) received by such Person in connection with such sales or dispositionsother Dispositions for fair market value; provided that, so long as (A) no Default or Event of Default then exists or arises as a result thereof; and provided that if the Disposition is for cash and a prepayment is required by Section 2.04(c), the Borrowers shall have occurred and is continuing or would result therefrom, (B) make 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 prepayment in accordance with such Section; (e) Dispositions of the Marcellus Assets provided that the Borrowers shall make the prepayment required under 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)(ii2.04(d) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with such Section 6.4.and Dispositions by Eastern to a Borrower of the Marcellus Gathering System; (f) Dispositions of the KPC Pipeline in accordance with the terms of the Secured Pipeline Loan; (g) Dispositions of property that is no longer commercially viable to maintain or is obsolete, surplus or worn-out property; (h) Dispositions permitted under Section 7.06

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 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 (oi) 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 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 90 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition Borrower 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 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); 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) 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 Except to the extent of dispositions governed by Section 2.4(e)(iii) hereof, within 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 one (1) Business Day of the date of receipt by Parent or any US Loan Party (and within two (2) Business Days of its Subsidiaries the date of receipt by any Foreign Loan Party) of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent such Borrower or any of its Subsidiaries Guarantor of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d), ) of the definition of Permitted Dispositions and up to $250,000 in the aggregate of proceeds of Permitted Dispositions payment and to clause (e), (j), (k), (l), (m), (n) 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)(ii2.3(e)(ii) in an amount equal to one hundred (100% %) percent 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) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower Administrative Loan Party, on behalf of Borrowers, 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 Subsidiariessuch Borrowers, (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 Borrower completes such replacement, purchase, or construction within 180 one hundred eighty (180) days after the initial receipt of such monies, then the Borrower or other 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 cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.3(e)(ii); provided, that no however, that, such Borrower nor any of 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 1,000,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.3(d)(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 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 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), (bb)(ii), (c), (d), (e), (i), (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, other than with respect to Net Cash Proceeds from the disposition of Fixed Assets in reliance on clause (b) of the definition of Permitted Dispositions (which shall be subject to the reinvestment conditions set forth in clause (b)(i) Table of Contents of the definition of Permitted Dispositions), 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 (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; provided, further, with respect to Net Cash Proceeds of Fixed Assets as to which Borrower elected to reinvest in reliance on clause (b)(i) of the definition of Permitted Dispositions but as to which the applicable period shall have expired without such replacement or purchase being made or completed, an amount equal to such Net Cash Proceeds shall be paid to Agent and applied in accordance with Section 2.4(f)(ii). 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 5 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), (j), (k), (l), ) and (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) 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 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 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 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); and provided, further, that no Borrower nor any prepayment shall be required pursuant to this Section 2.4(e)(i) until the aggregate amount 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 all dispositions described in this Section 2.3(e)(ii2.4(e)(i) shall permit Parent or any exceeds $250,000 during the term of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.this

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 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)(ii2.3(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 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)(ii2.3(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 $500,000 200,000 in any given fiscal year. Nothing contained in this Section 2.3(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 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 (A) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), or (n) or (o) of the definition of Permitted DispositionsDispositions and (B) so long as the Fixed Asset Sub-Line Amount is greater than zero, sales or dispositions of any assets that constitute Eligible Equipment), 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 2 Business Day Days of 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 insurance proceeds and proceeds from casualty losses or condemnations but excluding condemnation and including proceeds from sales or dispositions which qualify as Permitted Dispositions solely under clauses (a), (bg), (c), h) and (d), (e), (j), (k), (l), (m), (n) or (or) 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 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 Restricted Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interestinterest and are subject to a Control Agreement, and (D) Parent Borrower or its Restricted Subsidiaries, as applicable, complete such replacement, purchase, or construction within 150 days after the initial receipt of such monies, or enter into binding commitments within 150 days (and an additional sixty (60) day extension if a commitment to reinvest has been entered into prior to the lapse of such 150 day period) after the initial receipt of such monies to complete such replacement, purchase or construction thereafter, and actually 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 purchase or construction of other assets unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, or committed to being made or completed, as applicable, 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 Restricted Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of (x) $500,000 2,500,000 in any given fiscal year, plus (y) solely in respect of any such Net Cash Proceeds of any involuntary loss, damage or destruction of property, up to $2,000,000 in the aggregate during the term of the Agreement. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Restricted 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), (i), (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 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 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 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 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 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), (i), (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) or Section 2.4(f)(iii), as applicable, 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 SubsidiariesSubsidiaries including, for the avoidance of doubt, Permitted Acquisitions, (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 such replacement, purchase, or construction within 180 270 days after the initial receipt of such monies, then the Loan Party Borrower 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 or the costs of purchase or construction of other assets useful in the business of such 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 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 applicable; 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 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 parentParent 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.