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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Dispositions. Within 1 Subject to Section 2.4(f)(ii), within 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)(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, except with respect to a sale or disposition permitted under clause (p) 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 Administrative 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 Collateral 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 Administrative 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)(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), 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) 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 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 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, 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 Business Day of the date of receipt by Parent or (a) No Borrowing Base Covenant Subsidiary shall, nor shall it permit any of its Subsidiaries (other than an Unrestricted Real Property Subsidiary) to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition (unless, solely with respect to entering into any such agreement, such agreement is subject to receiving consent hereunder), except (1) Dispositions of the Net Cash Borrowing Base Asset Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions expressly permitted under clauses (aSection 2.06(e), (b)ii) Dispositions of Borrowing Base Assets expressly permitted under Section 2.15, (c)3) Dispositions to a Secured Guarantor or a Borrowing Base Subsidiary and (4) Dispositions of property other than Dispositions, (d)directly or indirectly, (e)of Equity Interests in any Borrowing Base Covenant Subsidiary, (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Borrowing Base Asset Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsBorrowing Base Assets; provided that, so long as in the case of this clause (A4), (x) such Disposition shall not, in the reasonable opinion of the applicable Secured Guarantor or Subsidiary at the time of such Disposition (or the commitment to enter into such Disposition), be reasonably expected to result in a Material Adverse Effect, (y) at the time of such Disposition and after giving effect thereto, no Default or Event of Default shall have occurred and is be continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, therefrom and (Dz) Parent or its Subsidiariestaking into account such Disposition, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless Borrower and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have be in compliance, on a pro forma basis, with the right provisions of Section 7.12; provided that, in no event shall any Disposition pursuant to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 this Section 7.05(a) (x) result in any given fiscal year. Nothing contained in this Guarantor or Borrowing Base Covenant Subsidiary ceasing to be a Wholly Owned Subsidiary of the Borrower or (y) permit any transaction that is not permitted under Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.42.15.

Dispositions. Within 1 5 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 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) 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 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 180 360 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 or, in the case of casualty losses, repair 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 to make such replacements, purchases, or construction in excess of $500,000 1,000,000 in any given fiscal year. For the avoidance of doubt, with regards to clauses (A), (B), (C) and (D) of the proviso in the immediately preceding sentence, so long as no Default or Event of Default shall have occurred and be continuing, for dispositions made by Subsidiaries of Borrowers who are not Loan Parties, any Net Cash Proceeds received by any Borrower in its capacity as owner and loss payee of a global insurance policy where the applicable Subsidiary is listed as a named insured, may be remitted by the applicable Borrower to a Deposit Account of such applicable Subsidiary, such remittance in accordance with this Section 2.4(e)(ii) shall constitute a Permitted Investment and shall not constitute a Restricted Payment. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

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

Dispositions. Within 1 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), (ef), (i), (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)(ii) in 2.4(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, but in either case only to the extent that the aggregate amount of Net Cash Proceeds received (and not paid to Agent as a prepayment of the Obligations) by Parent or its Subsidiaries for all such sales or dispositions shall exceed $200,000 in any fiscal year; 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 or the costs of purchase or construction of other assets useful in the business of Parent and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, purchase or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above cash collateral account shall be paid to Agent and applied in accordance with Section 2.3(f)(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)(ii2.4(d)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day 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 such Loan Party of ABL Priority Collateral (or any of its Subsidiaries of assets if the Indebtedness under the Split Lien Documents has been paid in full, in accordance with the Split Lien Intercreditor Agreement, the 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 (om) 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 Borrowers shall have given Agent prior written notice of such BorrowerLoan 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 Subsidiariesdisposition, (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 Loan Party completes such replacement 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 replacement 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 or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Within 1 Business Day Make any Disposition, except: (a) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the date business of receipt the Parents, the Borrowers and the Restricted Subsidiaries; (b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned in the ordinary course of business); (c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased); (d) Dispositions of property to a Parent, a Borrower or a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party, (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02, or (iii) such Disposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary; (e) Dispositions permitted by Parent Section 7.02, Section 7.04 and Section 7.06 and Liens permitted by Section 7.01; (f) Dispositions in the ordinary course of business of Cash Equivalents; (g) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Parents, the Borrowers and the Restricted Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions of Investments in JV Entities or non-Wholly Owned Restricted Subsidiaries to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiary set forth in 143 the shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned Restricted Subsidiary; (j) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof or pursuant to factoring arrangements, in each case, to the extent not constituting a receivables financing; (k) the unwinding of any Swap Contract pursuant to its terms; (l) Permitted Sale Leasebacks; (m) Dispositions not otherwise permitted pursuant to this Section 7.05; provided that (i) such Disposition shall be for fair market value as reasonably determined by the Administrative Borrower in good faith, (ii) the Administrative Borrower shall deliver an updated Borrowing Base Certificate within ten (10) Business Days following the Disposition thereof if more than 12.5% of the assets included in the most recent calculation of the Borrowing Base are being disposed of pursuant to this clause (m) and (iii) the Parents, the Borrowers or any applicable Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (provided, however, that for the purposes of this clause (m)(iii), the following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of any Parent, any Borrower or any of its the Restricted Subsidiaries of (other than Subordinated Debt) and 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% valid release of such Net Cash Proceeds (including condemnation awards and payments Parent, such Borrower or such Restricted Subsidiary, by all applicable creditors in lieu thereof) received by writing, from all liability on such Person Indebtedness or other liability 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 therefromDisposition, (B) such securities, notes or other obligations received by any Parent, any Borrower shall have given Agent prior written notice or any of the Restricted Subsidiaries from the transferee that are converted by any Parent, any Borrower or any of the Restricted Subsidiaries into cash or Cash Equivalents within 180 days following the closing 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 SubsidiariesDisposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the monies extent that each Parent, each Borrower and each Restricted Subsidiary are held released from any Guarantee of payment of such Indebtedness in a Deposit Account in which Agent has a perfected first-priority security interest, connection with such Disposition and (D) Parent the aggregate Designated Non-Cash Consideration received by the Parents, the Borrowers and the Restricted Subsidiaries for all Dispositions under this clause (m) having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such Designated Non-Cash Consideration is received) not to exceed the greater of (x) $53,000,000 and (y) 25% of Consolidated EBITDA of the Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period at any time outstanding (net of any Designated Non-Cash Consideration converted into cash and Cash Equivalents received in respect of any such Designated Non-Cash Consideration and calculated on a Pro Forma Basis); (n) the Parents, the Borrowers and the Restricted Subsidiaries may surrender or its Subsidiarieswaive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (o) Dispositions of non-core or obsolete assets acquired in connection with a Permitted Acquisition; (p) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market value of usefulness to the business of the Parents, the Borrowers and the Restricted Subsidiaries as a whole, as applicable, complete such replacement, purchase, or construction within 180 days after determined in good faith by 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)Borrowers; 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 6.4.144

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

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

Dispositions. Within 1 Business Day Make any Disposition, except: (a) Permitted Transfers; (b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions permitted by Section 7.04; (e) Dispositions of property in a Sale and Leaseback Transaction that is permitted by Section 7.13; (f) transfers of property subject to Involuntary Dispositions (if consensual, upon receipt 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% net cash proceeds of such Net Cash Proceeds Involuntary Disposition); and (including condemnation awards and payments in lieu thereofg) received by such Person in connection with such sales or dispositions; provided that, other Dispositions so long as (Ai) no Default or Event of Default shall have occurred and is be continuing at the time of such Disposition or would result therefrom, (Bii) such at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of (provided, that, for the purposes of this clause (ii), any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder) of the Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies or the applicable Subsidiary (other than liabilities that are by their terms subordinated to the costs of replacement of the properties or assets Secured Obligations) that are assumed by 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 transferee with respect to the costs of replacement of applicable Disposition and for which the assets that are the subject of such sale or disposition unless Borrower and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have been validly released by all applicable creditors in writing (unless such release is not required in order for the right Borrower or the applicable Subsidiary to use be fully released for all of their obligations with respect to such Net Cash Proceeds Indebtedness) shall be deemed to make be cash), (iii) such replacements, purchases, transaction does not involve the sale or construction in excess other disposition of $500,000 a minority Equity Interests in any given fiscal year. Nothing contained wholly-owned Subsidiary, (iv) 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 2.3(e)(iiSection, and (v) shall permit Parent or any the aggregate net book value of its Subsidiaries to sell all of the assets sold or otherwise dispose Disposed of by the Loan Parties and their Subsidiaries in all such transactions (A) occurring in any assets other than in accordance with Section 6.4.fiscal year shall not exceed $10,000,000, and (B) occurring after the ClosingFirst Amendment Effective Date shall not exceed $20,000,000. 7.06

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

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

Dispositions. Within 1 Promptly, but in any event within three Business Day of Days, upon the date of receipt by Parent any Borrower or any of its their respective Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent such Borrower or any such Subsidiary of its Subsidiaries of property or assets (including casualty losses or condemnations but excluding the sales or and dispositions which qualify as Permitted Dispositions under clauses (apermitted pursuant to Sections 4.3(a) and 4.3(b), (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)(ii2.21(f) in an amount equal to 100% of such Net Cash Proceeds (including insurance proceeds, condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided, that so long as (i) no Event of Default shall have occurred and is continuing or would result therefrom, (ii) Borrowing Agent shall have given Agent prior written notice of such Borrower’s or such Subsidiary’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 the Borrowers, (iii) the monies are used to prepay the Advances (as defined in the First Lien Loan Agreement), and (iv) such Borrower or such Subsidiary completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Borrowers 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 or the costs of purchase or construction of other assets useful in the business of the Borrowers 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, 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 dispositions shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.21(f); provided, that no Borrower nor any of its Subsidiaries Subsidiary shall have the right to use such Net Cash Proceeds (other than Net Cash Proceeds from casualty or condemnation events) 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)(ii2.21(a) shall permit Parent any Borrower or any of its their respective Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.44.3. Each prepayment made pursuant to this Section 2.21(a) shall be accompanied by the prepayment premium that is due and owing pursuant to the terms of the Fee Letter.

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

Dispositions. Within 1 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 Make any Disposition (other than any Approved Hospital Swap) unless (i) (a) at least 75% of the total consideration received by the Borrower or such Restricted Subsidiary in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration paid shall be in an amount not less than the fair market value of the Property disposed of, (b) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (c) the aggregate net book value of all of the assets (excluding assets subject to a Permitted Sale Leaseback) sold or otherwise Disposed of by the Borrower and its Restricted Subsidiaries (excluding any Dispositions of any ETMC Subsidiaries that are Excluded Subsidiaries) in all such transactions in any fiscal year of the Borrower shall not exceed $70,000,000 and (d) in the case of any Disposition (excluding any Dispositions of any ETMC Subsidiaries that are Excluded Subsidiaries) where the aggregate net book value of all of the assets sold or otherwise disposed of exceeds $20,000,000, no later than five (5) Business Days prior to such Disposition, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower specifying the anticipated date of receipt by Parent such Disposition, briefly describing the assets to be sold or any otherwise disposed of its Subsidiaries and setting forth the net book value of such assets, the aggregate consideration and the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of to be received for such assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales Disposition or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (Bii) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies Disposition is pursuant 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 6.4Relative Rights Agreement.

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

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

Dispositions. Within 1 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 Business Day Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the date ordinary course of receipt business; (b) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (c) Dispositions of property by Parent the Borrower or any Subsidiary (i) to the Borrower or a wholly- owned Subsidiary and (ii) to any other Subsidiary in an aggregate amount (excluding the value of such Disposition attributable to the equity of such other Subsidiary that is owned by the Borrower or any other wholly-owned Subsidiary) for all such transfers made during any fiscal year not exceeding $250,000,000; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (d) the sale, transfer or other disposition of cash, cash equivalents and securities in the ordinary course of business; (e) Dispositions by the Borrower and its Subsidiaries of property pursuant to sale-leaseback transactions; (f) Dispositions by the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of Borrower and its Subsidiaries of assets not otherwise permitted under this Section 7.04; provided that (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (ni) or (o) of at the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% time of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided thatDisposition, so long as (A) no Default or Event of Default shall have occurred and is continuing exist or would result therefromfrom such Disposition and (ii) the assets disposed of pursuant to this Section 7.04(f), when aggregated with all assets subject to mergers and consolidations permitted by Section 7.03(c) (B) where such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful merger resulted in the business of Parent loss by the Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its SubsidiariesSubsidiary, as applicable, complete of business operations or assets), for such replacementfiscal year, purchase, or construction within 180 days after did not result in a loss by the initial receipt Borrower of such monies, then the Loan Party whose assets were the subject that generated in excess of such disposition shall have the option to apply such monies to the costs of replacement thirty percent (30%) of the assets that are consolidated operating income of the subject Borrower during the immediately preceding fiscal year 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; provided, that no any determination of compliance with this clause (f) shall take into account contributions to consolidated operating income as measured on a pro forma basis for such immediately preceding fiscal year resulting from any acquisition by the Borrower nor any of or its Subsidiaries of operating assets (or acquisition of equity securities of any Person holding such assets) that occurred during such fiscal year or that is anticipated to occur within the twelve (12) month period immediately following the date on which the Borrower or its Subsidiary, as applicable, shall have the right to use entered into a definitive agreement for such Net Cash Proceeds to make acquisition if such replacements, purchases, or construction in excess of $500,000 in any given definitive agreement is entered into during such fiscal year. Nothing contained ; (g) the sale or other disposition of property in this Section 2.3(e)(ii) shall permit Parent or any the ordinary course of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.business;

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 3 Business Day Days of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding (x) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (ji), (kj), (l), (m), (n) or (on) of the definition of Permitted Dispositions) and (y) any single sale or disposition (including any casualty losses or condemnations) or series of related sales or dispositions for which the aggregate amount of Net Cash Proceeds received from such sales or dispositions or series of related sales or dispositions does not exceed $50,000), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositionsdispositions to the extent that the aggregate amount of Net Cash Proceeds received exceeds $2,500,000 in the aggregate during the term of this Agreement; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Administrative Borrower shall have given Agent prior written notice of such Borrower's Borrowers’ intention to apply such monies Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets (other than current assets) useful in the business of Parent or its Subsidiaries, (C) the monies Net Cash Proceeds of ABL Priority Collateral (or upon payment in full of the Term Loan Debt and termination of the Term Loan Agreement, any Collateral) 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 one hundred and eighty (180) days after the initial receipt of such moniesNet Cash Proceeds, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

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

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

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

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

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

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

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

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

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

Dispositions. Within 1 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 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 Business Day Make any Disposition unless (a) the consideration paid in connection therewith shall be paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value (as reasonably determined by the board of directors of the applicable Person, in good faith) 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 8.16, (c) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Borrower and its Subsidiaries in all such transactions in any fiscal year of the Borrower represent less than ten percent (10%) of each of (i) the Borrower's total assets on a consolidated basis as reported to the Lenders for the previous fiscal year, and (ii) Consolidated EBITDA determined on a rolling four-quarter basis as reported for the previous fiscal year, and (e) with respect to any single Disposition for which the cash and non-cash consideration (including, without limitation, any Indebtedness issued to finance any such Disposition, any Capital Stock issued to finance any such Disposition any assumption of liabilities) exceeds $10,000,000, within fifteen (15) days after the date of receipt by Parent or any closing of its Subsidiaries such Disposition, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Disposition on a Pro Forma Basis, the Borrower is in compliance with all 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 covenants set forth 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) 8.11. Provided no Default or Event of Default shall have occurred and is continuing exists or would result arises therefrom, upon the sale, exchange, transfer or other disposition (Bby merger or otherwise) of all of the Capital Stock of a Subsidiary that is a Guarantor and which sale, exchange, transfer or other disposition is not otherwise prohibited by the terms of this Agreement or any other Loan Document, (x) such Borrower Guarantor shall have given be deemed automatically and unconditionally released and discharged from all obligations under the Guaranty without any further action required on the part of the Administrative Agent prior written notice or any Lender and (y) the Lien granted pursuant to the Pledge Agreement in any of the Capital Stock of such Guarantor shall automatically be released from such Capital Stock simultaneously with such release and discharge of such Subsidiary from the Guaranty. The Administrative Agent shall, promptly upon the Borrower's intention to apply request and at the Borrower's expense, deliver an appropriate instrument evidencing 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, release 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 6.4discharge.

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

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

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

Dispositions. Within 1 Business Day of the 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 Business Day Convey, sell, lease, transfer, assign, or otherwise dispose of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (acollectively, “Transfer”), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell Transfer, all or otherwise dispose any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; (e) in connection with the non-recourse sale of receivables in an amount up to Three Million Dollars ($3,000,000.00) (for the avoidance of doubt, the face amount of any assets other than such receivable shall not exceed such amount) at any time outstanding in the aggregate, and/or in connection with sales secured by letters of credit, if any, issued in favor of Borrower on behalf of the Account Debtor that specifically supports such receivable (“Permitted Factoring”); provided such receivables may not be part of the Borrowing Base; and (f) the BWA Asset Sale, provided that such BWA Asset Sale occurs on or prior to May 10, 2013. Upon the completion of the BWA Asset Sale in accordance with the terms of this Agreement, provided Borrower is in compliance with Section 6.46.21 hereof, Bank shall release its security interest in the BWA Assets (and the BWA Assets shall be released from the scope of the Israeli security documents executed by Alvarion Ltd and Alvarion 2003) and shall execute releases in the form set forth in Exhibit E hereto and file an amendment to the fixed Debentures dated as of November 3, 2011 executed by Alvarion Ltd. and Alvarion 2003.

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

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

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

Dispositions. Within 1 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 (x) voluntary or involuntary sale or disposition by Parent any Loan Party or any of its Subsidiaries of assets (including casualty losses (including proceeds of insurance in respect thereof) or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (jf), (ki), (l), (m), (nj) or (ok) of the definition of Permitted Dispositions)) and (y) business interruption insurance, 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 provided, however, that, with respect to proceeds described in subsection (ii)(x) above, 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 interestinterest (subject to Permitted Liens), and (D) Parent such Loan Party or any its Subsidiaries, as applicable, complete commits to such replacement, purchase or construction within 6 months after the date of initial receipt of such monies and completes such replacement, purchase, or construction within 180 days 1 year after the initial receipt of such monies, then the such Loan Party whose assets were the subject or any of such disposition its Subsidiaries shall have the option to apply such monies monies, in an aggregate amount not to exceed (X) with respect to sales or dispositions (other than casualty losses or condemnations), (1) $1,000,000 for all such sales or dispositions in any fiscal year, and (2) $5,000,000 for all such sales or dispositions since the Closing Date, or (Y) with respect to casualty losses and condemnations, $10,000,000 for all such casualty losses (including proceeds of insurance in respect thereof) and condemnations in any fiscal year, to the costs of replacement of the assets that are the subject of such sale or disposition or for the purchase or construction of assets useful to the business of any of the Loan Parties unless and to the extent that (aa) such applicable period shall have expired without such replacement, purchase, purchase or construction being made or completedcompleted or (bb) an Event of Default shall have occurred and be continuing, 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 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 Convey, sell, lease, transfer, assign, or otherwise dispose of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (acollectively, “Transfer”), (b), (c), (d), (e), (j), (k), (l), (m), (n) or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Parent or any of its Subsidiaries to sell Transfer, all or otherwise dispose any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment or property that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of the Credit Parties; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale, transfer, disposition or issuance of any assets stock or other than Equity Interests or securities of Borrower or any Credit Party not prohibited under Section 7.2 of this Agreement; (e) consisting of use or transfer of money or Cash Equivalents by the Credit Parties in accordance with the ordinary course of its business for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; (f) of property by any Non-guarantor Subsidiary to Borrower or to a direct or indirect wholly-owned Subsidiary of Borrower; (g) of property by any Guarantor to Borrower or to another Guarantor; (h) resulting from casualty loss or condemnation; (i) permitted by Section 6.47.3; (j) of any Equity Interest in White Sky, Inc.; (k) of real property interests of any Credit Party; (l) of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Transfer are applied to the purchase price of such replacement property as soon as reasonably practicable; or (m) by Borrower and its Subsidiaries not otherwise permitted under this Section 7.1 for cash consideration so long as (i) at the time of such Transfer under this clause (m), no Event of Default shall exist or would result from such Transfer and (ii) the aggregate book value of all property Transferred in reliance on this clause (m) in any fiscal year shall not exceed One Million Dollars ($1,000,000).

Dispositions. Within 1 Business Day of the date of receipt by Parent Make any Disposition or enter into any of its Subsidiaries of the Net Cash Proceeds of agreement to make any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses Disposition, except: (a)) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b), ) Dispositions of inventory in the ordinary course of business; (c), ) Dispositions of equipment or real property to the extent that (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, (Bi) such Borrower shall have given Agent prior written notice property is exchanged for credit against the purchase price of such Borrower's intention to apply such monies to the costs of replacement of the properties property 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 the Company and its Subsidiaries or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such property; (d) Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a Loan Party, the transferee thereof 82 must be a Loan Party or become a Loan Party and (ii) if the transferor is a Domestic Loan Party, then the transferee must be a Domestic Loan Party; (e) Dispositions permitted by Section 7.04; (f) other than as set forth on Schedule 7.05, non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (g) in any fiscal year shall not exceed 5% of the total assets (calculated based on book value) of the Company and its Subsidiaries, calculated as of the first day of such fiscal year; (Ch) any Foreign Subsidiary of the Company may sell or dispose of Equity Interests in such Subsidiary to qualify directors where required by applicable Law or to satisfy other requirements of applicable Law with respect to the ownership of Equity Interests in Foreign Subsidiaries; (i) the monies are held rental, lease or sublease of real property or equipment in a Deposit Account the ordinary course of business; (j) transfers of property subject to Recovery Events; (k) Dispositions in which Agent has a perfected firstthe ordinary course of business consisting of the abandonment, cancellation, non-priority security interestrenewal or discontinuance of IP Rights which, in the reasonable good faith determination of the Company, is desirable in the conduct of the business of the Company and its Subsidiaries and not materially disadvantageous to the interests of the Lenders; (Dl) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the each Loan Party whose assets were and each of its Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the subject ordinary course of such disposition shall have business; (m) 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 discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (n) to the extent that constituting a Disposition, transactions otherwise expressly permitted under Sections 7.01, 7.02 or 7.06; (o) to the extent constituting a Disposition, the issuance by the Company of its Equity Interests; and (p) the sale from time to time by the Company and its Subsidiaries of accounts receivable, the proceeds thereof, and certain ancillary rights relating thereto (as the scope of such applicable period ancillary rights shall have expired without such replacement, purchase, or construction being made or completedbe approved by the Administrative Agent), in which each case, pursuant to “supply chain financing programs” entered into from time to time by the Company and its Subsidiaries; provided that (i) the aggregate face amount of accounts receivable so sold in any amounts remaining in month pursuant to all such programs does not exceed an amount equal to 10% of the Deposit Account referred to in clause (C) above shall be paid to Agent aggregate consolidated accounts receivable of the Company and applied in accordance with Section 2.3(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have as of the right to use last day of the immediately preceding month and (ii) 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 sales are consummated on arm’s-length terms and the Company and/or its Subsidiaries to sell or otherwise dispose of any assets other than receive reasonable consideration therefor (as determined by the Company in accordance with Section 6.4.its reasonable business judgment);

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

Dispositions. Within 1 Business Day of the date of receipt by Parent Make any Disposition or enter into any of its Subsidiaries of the Net Cash Proceeds of agreement to make any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses Disposition, except: (a)) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b), ) Dispositions of inventory in the ordinary course of business; (c), (d), (e), (j), (k), (l), (m), (n) Dispositions of equipment or (o) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition unless and real property to the extent that (i) such applicable period shall have expired without property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such replacementDisposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Wholly-Owned Subsidiary to the Borrower, purchaseany Wholly-Owned Subsidiary, or construction being made any Controlled Subsidiary; (e) Dispositions permitted by Section 7.04(a) – (b); (f) Dispositions of property by the Borrower to any Wholly-Owned Subsidiary so long as such Wholly- Owned Subsidiary, if required to do so pursuant to the definition of Subsidiary Guarantor, becomes a Subsidiary Guarantor; or completed(g) Dispositions by the Borrower, in which caseits Wholly-Owned Subsidiaries, and/or its Controlled Subsidiaries of any amounts remaining property in the Deposit Account referred to ordinary course of business for fair market value (whether in clause (C) above shall be paid to Agent and applied one transaction or in accordance with Section 2.3(f)(iiseveral related transactions); provided, that at the time of such Disposition, no Borrower nor any of its Subsidiaries Default shall have the right to use exist or 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 6.4.Disposition;

Dispositions. Within 1 Business Day Make any Disposition, except:Section 8.05. (i) Dispositions between and among Credit Parties, (ii) Dispositions(a) between and among Restricted Subsidiaries that are not Credit Parties and (iii) Dispositions between Credit Parties, on the one hand, and Restricted Subsidiaries that are not Credit Parties, on the other hand, provided that in the case of any disposition by a Credit Party to a Restricted Subsidiary that is not a Credit Party, such Disposition shall be an Investment permitted by Section 8.02; Dispositions by the Borrower or any Restricted Subsidiary; provided that(b) (i) at the time of such Disposition, no Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (b) in any fiscal year shall not exceed an amount equal to ten percent (10%) of Total Assets of the date Borrower and its Restricted Subsidiaries as of receipt the last day of the immediately preceding fiscal year, and (iii) with respect to any Disposition for a purchase price in excess of $10,000,000, the consideration for any such Disposition shall be at least 75% cash or Cash Equivalents; provided, however, that for the purposes of this subclause (iii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by Parent their terms subordinated to the payment in cash of the Obligations, that (i) are assumed by the transferee with respect to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries) and, in each case, for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities, notes or other obligations or assets received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (C) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of (x) $27,500,000 and (y) 1.25% of Total Assets (net of any non-cash consideration converted into cash and Cash Equivalents) and (ii) such Disposition shall be for at least the fair market value (as determined by the Borrower in good faith) of the assets or property subject to such Disposition; Dispositions consisting of the licensing or sublicensing of intellectual(c) property and licenses, leases or subleases of other property, in each case in the ordinary course of business or Dispositions of intellectual property, in the Borrower’s reasonable business [Credit Agreement] judgment, that are not material to the business of the Borrower and its Restricted Subsidiaries, taken as a whole; Dispositions permitted by Section 8.04, that constitute a Lien permitted by(d) Section 8.01, that constitute an Investment permitted by Section 8.02 and that constitute a Restricted Payment permitted by Section 8.06; to the extent allowable under Section 1031 of the Code (or comparable or(e) successor provision), any exchange of like property (excluding any boot thereon permitted by such provision); any swap of assets in exchange for services or other assets in the ordinary(f) course of business of comparable or greater value or usefulness to the business of the Borrower and its Subsidiaries as a whole, as determined in good faith by the management of the Borrower; any sale of Capital Stock in, or Indebtedness or other securities of, an(g) Unrestricted Subsidiary; Dispositions of Investments (including equity interests) in joint ventures to(h) the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; the lapse or abandonment in the ordinary course of business of any(i) registrations or applications for registration of any immaterial IP Rights; Dispositions of non-core assets acquired in any Acquisition consummated(j) after the Closing Date; provided that the aggregate value of any property Disposed of after any Acquisition shall not exceed 20% of the aggregate consideration for such Acquisition; Dispositions by any Credit Party to any wholly-owned Restricted(k) Subsidiary of the type described in clauses (d), (h) and (i) of the definition of “Excluded Subsidiary” to the extent consisting of contributions or other Dispositions of Capital Stock in other Subsidiaries of the type described in clauses (d), (h) or (i) of the definition of “Excluded Subsidiary” to such wholly-owned Restricted Subsidiary; and Dispositions of Receivables and Receivables Related Rights pursuant to a(l) Permitted Receivables Transaction. To the extent any Collateral is Disposed of as expressly permitted by this Section 8.05 to any Person other than the Borrower or a Credit Party, such Collateral shall be sold free and clear of the Liens created by the Credit Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Restricted Payments. Declare or make, directly or indirectly, anySection 8.06. Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: [Credit Agreement] Restricted Subsidiaries of the Borrower may pay dividends and make(a) distributions in respect of their Capital Stock ratably to their equity holders; the Borrower may declare and make dividend payments or other(b) distributions payable solely in the common stock or other common equity interests of the Borrower; repurchases of Capital Stock in the Borrower or any Restricted Subsidiary(c) of the Borrower deemed to occur upon exercise of stock options or warrants or the settlement or vesting of other equity-based awards if such Capital Stock represents a portion of the exercise price of, or tax withholdings with respect to, such options, warrants or other equity-based awards; the Borrower may purchase, redeem or otherwise acquire shares of its(d) common stock or other common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common equity interests to the extent such proceeds have not been applied as a utilization of the Cumulative Equity Credit; the Borrower and each Restricted Subsidiary may pay for the repurchase,(e) retirement or other acquisition or retirement for value of Capital Stock or settlement of equity-based awards of such Restricted Subsidiary (or of the Borrower) held by any future, present or former employee, officer, director, manager, consultant or independent contractor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of such Restricted Subsidiary (or the Borrower) or any of its Subsidiaries Subsidiaries, in each case, upon the death, disability, retirement or termination of employment or services, as applicable, of any such Person or pursuant to any equity plan, stock option plan or any other benefit or incentive plan or any agreement (including any stock subscription agreement, shareholder agreement or stockholders’ agreement) with any employee, director, officer, manager, consultant or independent contractor of such Restricted Subsidiary (or the Borrower) or any of its Restricted Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (e) shall not exceed the greater of (x) $16,750,000 and (y) 0.75% of Total Assets determined as of the last day of the immediately preceding fiscal year in any calendar year (with 100% of the unused amounts in any calendar year being carried over to the next two succeeding calendar years); provided further, that the foregoing amount shall be increased by the Net Cash Proceeds of any voluntary key man life insurance policies received by the Borrower or involuntary sale or disposition by Parent its Restricted Subsidiaries less the amount of Restricted Payments previously made with the cash proceeds of such key man life insurance policies; the Borrower or any of its the 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), (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 may pay cash in lieu thereofof(f) received by such Person fractional Capital Stock in connection with such sales any dividend, split or dispositionscombination thereof or any Acquisition; provided that, so long as (A) no Default or Event of Default shall have occurred and is be continuing or would result therefromat the(g) time, (B) such Borrower shall have given Agent prior written notice of such Borrower's intention Restricted Payments in an aggregate amount per annum not to apply such monies exceed an amount equal to the costs of replacement 6% of the properties net proceeds received by (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, (Ccontributed to) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, Borrower and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days Restricted Subsidiaries from all Equity Offerings 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)Closing Date; 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.[Credit Agreement]

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

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