Common use of Dispositions Clause in Contracts

Dispositions. Make any Disposition unless (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis.

Dispositions. Make (a) In the event of any Disposition unless pursuant to Section 8.2.7(l) [Dispositions] or any Casualty Event, the Borrower shall within five (5) Business Days following the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to 100% of such Net Cash Proceeds to the prepayment of Term Loans; provided that (i) with respect to any such Net Cash Proceeds, at least 75% the election of the consideration paid Borrower (as notified by the Borrower to the Administrative Agents within five (5) Business Days following the receipt of such Net Cash Proceeds (or such later time (but not later than ten (10) Business Days following such receipt) as the Administrative Agents may agree in connection therewith shall their sole discretion)), the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds (or if committed to be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if reinvested within such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve12-month period, will involve property actually reinvested no later than six (6) months following such commitment) in assets (other than current assets (except for current assets acquired as part of a business)) to be used in the business of the Borrower or business units generating more than 20% any Restricted Subsidiary; provided further that if any portion of Consolidated EBITDA for such Net Cash Proceeds are not so used prior to the most recent trailing twelveexpiration of such 12-month period, such portion shall thereupon (vii) no or if such Disposition, together with all other Dispositions in the most recent trailing twelveNet Cash Proceeds are contractually committed to be used during such 12-month period, will result in Consolidated EBITDA then upon the termination of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and such contract or if such Net Cash Proceeds are not so used within six (viii6) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered months following entry into such commitment) be immediately applied to the Administrative Agent a Pro Forma Compliance Certificate providing details on prepayment of the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants Term Loans as set forth in this Section 8.11 as 5.7.2(a) and (ii) the requirements of the end this Section 5.7.2 [Dispositions] shall not apply with respect to an aggregate of the period $5,000,000 of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements Net Cash Proceeds from Dispositions pursuant to Section 7.01(a8.2.7(l) or (b) after giving effect to such Disposition on a Pro Forma Basisand Casualty Events occurring in the same fiscal year.

Dispositions. Make any Disposition unless (i) at least 75% Within 1 Business Day of the consideration paid in connection therewith shall be cash date of receipt by Parent or Cash Equivalents paid contemporaneous with consummation any of its Subsidiaries of the transaction and 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 total consideration definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f)(ii) in an amount not less than the fair market value equal to 100% of the property disposed ofsuch 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 (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (vA) no Default or Event of Default shall exist immediately before have occurred and is continuing or immediately after giving effect thereto on a Pro Forma Basiswould result therefrom, (viB) no such Disposition, together with all 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 Dispositions assets useful in the most recent trailing twelve-month period, will involve property business of Parent or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month periodits Subsidiaries, (viiC) no such Disposition, together with all other Dispositions the monies are held in the most recent trailing twelvea Deposit Account in which Agent has a perfected first-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basispriority security interest, and (viiiD) 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 case 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 Disposition, or series of related Dispositions, of property or business units generating more assets other than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance in accordance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis6.4.

Dispositions. Make If the Borrower or any of its Subsidiaries makes any Disposition unless (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related DispositionsDispositions pursuant to Section 7.5(l), which results in the realization or receipt by any Group Member of property or business units generating more Net Cash Proceeds in an aggregate amount for all such transactions in excess of $5,000,000 in any fiscal year, then (x) the Borrower shall promptly, and in any event not later than $10 million five (5) Business Days after receipt of Consolidated EBITDA for such Net Cash Proceeds, notify the most recent trailing twelve-month periodAdministrative Agent of such Disposition (including the amount of Net Cash Proceeds to be received thereof) and (y) promptly upon receipt by such Group Member of such Net Cash Proceeds of such Disposition, the Borrower shall apply an aggregate amount equal to 100% (such percentage as it may be reduced as described below, the “Disposition Percentage”) of the amount of all such Net Cash Proceeds (in the amount of such excess) less any amount that such Group Member plans to reinvest as permitted pursuant to the subsequent sentence to prepay (A) until the Terms Loans have delivered been repaid in full, the Term Loans and (B) thereafter, the Revolving Loans (without any reduction in related Revolving Commitments). With respect to any Net Cash Proceeds received with respect to any such Disposition, at the option of the Borrower, upon notice to the Administrative Agent Agent, any Group Member may reinvest all or any portion of such Net Cash Proceeds in assets used or useful for its business within eighteen (18) months following receipt of such Net Cash Proceeds (or twenty-four (24) months following the receipt thereof if the Borrower enters into a Pro Forma Compliance Certificate providing details on legally binding commitment to invest such Net Cash Proceeds within eighteen (18) months after the prospective Dispositionreceipt thereof); provided that, confirming if any Net Cash Proceeds (i) are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the foregoing conditions set forth above Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of (A) until the Terms Loans have been repaid in full, the Term Loans and demonstrating compliance with (B) thereafter, the financial covenants set forth Revolving Loans (without any reduction in Section 8.11 related Revolving Commitments) and (ii) are received by a Loan Party or Enterasys in respect of a Disposition of Collateral, if a reinvestment election is made, such Net Cash Proceeds must be reinvested in assets constituting Collateral owned by a Loan Party or Enterasys, as of applicable; provided, further, that (x) the end of Disposition Percentage shall be 50% if the Consolidated Leverage Ratio for the period of covered by the four fiscal quarters most recently ended for which the Borrower has delivered recent financial statements delivered pursuant to Section 7.01(a6.1(a) or (b) after giving effect was less than or equal to such 2.00:1.00 and greater than 1.50:1.00 and (y) the Disposition on a Pro Forma BasisPercentage shall be 0% if the Consolidated Leverage Ratio for the period covered by the most recent financial statements delivered pursuant to Section 6.1(a) or (b) was less than or equal to 1.50:1.00. Prepayments of Term Loans under this Section 2.10(c) shall be applied to the remaining scheduled installments of principal thereof in reverse order of maturity and in accordance with Section 2.16(b).

Dispositions. Make any Disposition unless (i) at least 75% Within 3 Business Days of the consideration paid in connection therewith shall be cash date of receipt by Parent or Cash Equivalents paid contemporaneous with consummation any of its Subsidiaries of the transaction 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, 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) of the total consideration definition of Permitted Dispositions), Borrower shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount not less than the fair market value equal to 100% of the property disposed ofsuch 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 (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (vA) no Default or Event of Default shall exist immediately before have occurred and is continuing or immediately after giving effect thereto on a Pro Forma Basiswould result therefrom, (viB) no Borrower shall have given Agent prior written notice of Borrower’s intention to apply such Disposition, together with all 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 Dispositions assets useful in the most recent trailing twelve-month period, will involve property business of Parent or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month periodits Subsidiaries, (viiC) no such Disposition, together with all other Dispositions the monies are held in the most recent trailing twelvea Deposit Account in which Agent has a perfected first-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basispriority security interest, and (viiiD) 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 case Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 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 $2,500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any Disposition, or series of related Dispositions, of property or business units generating more assets other than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance in accordance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis6.4.

Dispositions. Make Immediately upon any Disposition unless by any Loan Party or its Subsidiaries pursuant to Section 7.02(c)(ii)(B) and (i) at least 75C), the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the consideration paid Net Cash Proceeds received by such Person in connection therewith shall be cash or with such Disposition to the extent that the aggregate amount of Net Cash Equivalents Proceeds received by all Loan Parties and their Subsidiaries (and not paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent as a Pro Forma Compliance Certificate providing details on prepayment of the prospective Disposition, confirming Term Loans) shall exceed for all such Dispositions in the Fiscal Year in which such Disposition is consummated $500,000. Nothing contained in this subsection (iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii). Notwithstanding the foregoing conditions set forth above and demonstrating compliance with provided no Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the financial covenants set forth extent (A) the Borrowers deliver to the Administrative Agent within thirty (30) days following such Disposition a certificate stating that it intends to use such Net Cash Proceeds to acquire fixed or capital assets used in Section 8.11 as the Loan Parties’ business within one hundred eighty (180) days of the end receipt of such Net Cash Proceeds and (B) Borrowers in fact reinvests such Net Cash Proceeds within such one hundred eighty (180) day period. Pending such reinvestment, the period Net Cash Proceeds shall be applied as a prepayment of Revolving Loans but not as a permanent reduction in the four fiscal quarters most recently ended for which Total Revolving Loan Commitment. Any Net Cash Proceeds not so reinvested shall be applied to permanently prepay the Borrower has delivered financial statements pursuant to Loans in accordance with Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis2.05(d).

Dispositions. Make If the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds from any Disposition unless pursuant to Section 7.05(f) or 7.05(m) or any Recovery Event which results in the realization by such Person of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to the lesser of (iA) at least 75100% of such Net Cash Proceeds and (B) the consideration paid aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, clause (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiarybelow); provided, however, that, (iv1) such transaction does not involve with respect to any Net Cash Proceeds realized under a sale Disposition or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of Recovery Event described in a transaction otherwise permitted under this Section 8.052.05(b)(i), (v) at the election of the Borrower, and so long as no Default or Event of Default shall exist immediately before have occurred and be continuing, the Borrower or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with Restricted Subsidiary may reinvest all other Dispositions or any portion of such Net Cash Proceeds in useful assets in the most recent trailing twelve-month periodbusiness so long as within twelve (12) months after the receipt of such Net Cash Proceeds, will involve property such reinvestment shall have been consummated or business units generating more than 20% of Consolidated EBITDA for a written commitment therefor shall have been signed (in either case, as reported in a notice provided by the most recent trailing twelve-month periodBorrower in writing to the Administrative Agent); provided further, (vii) no such Dispositionhowever, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of written commitment to invest such Net Cash Proceeds within twelve (12) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within eighteen (18) months after the receipt of such Net Cash Proceeds; provided further, however, that any Disposition, Net Cash Proceeds not subject to such written commitment or series not so reinvested shall be promptly applied to the prepayment of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodLoans as set forth in this Section 2.05(b)(i) and (2) if at the time that any such prepayment under this Section 2.05(b)(i) would be required, the Borrower shall have delivered or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the Administrative Agent terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Recovery Event (such Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a Pro Forma Compliance Certificate providing details pro rata basis (determined on the prospective Dispositionbasis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, confirming and the foregoing conditions set forth above amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(i) shall be reduced accordingly (provided that (a) the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and demonstrating compliance the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or terms hereof and (b) to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after giving effect the date of such rejection) be applied to such Disposition on a Pro Forma Basisprepay the Term Loans in accordance with the terms hereof).

Dispositions. Make any Disposition unless (ia) at least seventy-five percent (75% %) of the consideration paid in connection therewith shall be cash or Investment Cash Equivalents paid that is received contemporaneous with the consummation of the transaction such Disposition and the total consideration Total Consideration paid shall be in an amount not less than the fair market value (as reasonably determined by the Borrower) of the property Property disposed of, (iib) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunderby the terms of Section 9.14, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (ivc) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.059.5 or receivables that are being sold because the selling party reasonably believes that such receivables will be difficult or expensive to collect, (vd) 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 any such Disposition, exceed (i) in any period of four Fiscal Quarters ending in the Fiscal Quarter in which such Disposition is made, an amount equal to 10% 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 release documentation as may be reasonably requested by the Borrower to evidence such release; provided further, that the Administrative Agent shall have received a certificate of a Responsible Officer certifying that no Default or Event of Default shall exist immediately have occurred or be continuing (before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition) and that such Disposition on a Pro Forma Basisis permitted under the terms of this Agreement.

Dispositions. Make Sell, lease, transfer, assign, convey or otherwise dispose of, or permit any Disposition Material Subsidiary to sell, lease, transfer, assign, convey or otherwise dispose of, any assets or enter into any sale and leaseback transaction generating, after the Closing Date, a fair market value greater than $55,000,000 in aggregate for the Borrowers and the Material Subsidiaries on a cumulative basis over the remaining term of this Agreement (provided that the sale of the assets of the magazine division of Osprey LP to Groupe TVA Inc. shall not be subject to this threshold), or engage, after the Closing Date, in material asset swaps representing in excess of 20% of EBITDA of the Borrowers and the Material Subsidiaries on a consolidated basis (using for such purposes the net amount of asset resulting from such swaps) and on a cumulative basis over the term of this Agreement (other than in the ordinary course of business), unless consent is granted by Credit Facility Lender approval on terms and conditions specified by the Administrative Agent and the Credit Facility Lenders, acting reasonably; provided, that all the assets acquired in connection with an asset swap shall meet the requirements of a Permitted Acquisition; and, provided further that the Borrowers may, with the consent of the Credit Facility Lenders not to be unreasonably withheld if the Credit Facility Lenders are satisfied with their due diligence, (i) at least 75re-set the 20% of EBITDA basket for a particular asset swap transaction 6 months after the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation completion of the such swap transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is re-set the $55,000,000 disposition basket for a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, particular disposition (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by an asset swap) 6 months after completion of such asset disposition. Notwithstanding the foregoing, a Borrower or attributable a Material Subsidiary may sell, lease, transfer, assign, convey or otherwise dispose of assets (i) to other property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05Borrower or a Material Subsidiary that, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for a Material Subsidiary has complied with the most recent trailing twelve-month period, the Borrower shall have delivered provisions hereof relating to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above delivery of guarantees and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) security or (bii) after giving effect to such Disposition on a Pro Forma Basiswhich are worn out, obsolete, surplus, damaged or of no material economic value in the Business.

Dispositions. Make If the Borrower or any of its Subsidiaries makes any Disposition unless or series of related Dispositions pursuant to Section 7.5(h), (il) at least 75or (t) which results in the realization or receipt by any Group Member of Net Cash Proceeds in an aggregate amount for all such transactions in excess of the greater of $7,500,000 and 7.5% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, Consolidated EBITDA (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto calculated on a Pro Forma Basis) for the latest four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1 (such amount being the “Excess Net Cash Proceeds”), then (vix) no the Borrower shall promptly, and in any event not later than five Business Days after receipt of such Net Cash Proceeds, notify the Administrative Agent of such Disposition (including the amount of Net Cash Proceeds to be received thereof) and (y) promptly upon receipt by such Group Member of such Net Cash Proceeds of such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered apply an aggregate amount equal to 100% of the Excess Net Cash Proceeds, less any amount that such Group Member plans to reinvest as permitted pursuant to the subsequent sentence, to prepay the Term Loans and the installments thereof on a pro rata basis. With respect to any Excess Net Cash Proceeds received with respect to any such Disposition, at the option of the Borrower, upon notice to the Administrative Agent a Pro Forma Compliance Certificate providing details on Agent, any Group Member may reinvest all or any portion of such Excess Net Cash Proceeds in assets used or useful for its business within 12 months following the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of receipt thereof (or within 18 months if by the end of the initial 12 month period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant entered into a legally binding commitment to Section 7.01(ainvest such Excess Net Cash Proceeds in assets used or useful for its business); provided that, if any Excess Net Cash Proceeds (i) are no longer intended to be or (b) cannot be so reinvested at any time after giving effect delivery of a notice of reinvestment election, an amount equal to any such Disposition Excess Net Cash Proceeds shall be applied within five Business Days after the Borrower reasonably determines that such Excess Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of installments due in respect of the Term Loans on a Pro Forma Basispro rata basis and in accordance with Section 2.3 and 2.16(b) and (ii) are received by a Loan Party in respect of a Disposition of Collateral, if a reinvestment election is made, such Excess Net Cash Proceeds must be reinvested in assets constituting Collateral owned by a Loan Party, as applicable.

Dispositions. Make any Disposition unless (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents with maturities not exceeding 12 months paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iviii) 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, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (biv) 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 applicable assets as consideration for such Disposition so long as the maturity date on a Pro Forma Basissuch promissory note or notes is not later than the date 60 months from the date of the consummation of such Disposition.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”), or permit any Disposition unless 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 property of Borrower or 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; (h) Permitted SPV Parent Transfers; (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation property of the transaction and the total consideration shall be Borrower in an amount not less than to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the fair market value aggregate during any fiscal year of Borrower; and (j) sales of Accounts, so long as (1) such Accounts are sold to a SPV or State Subsidiary for an amount equal to at least seventy-five percent (75.0%) of the property disposed offace amount of such Account, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v2) no Default or Event of Default shall exist immediately before has occurred, is continuing or immediately after giving effect thereto on a Pro Forma Basis, (vi) no could result from the sale of such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma BasisAccount, and (viii3) the proceeds from the sale of such Accounts are received in the case cash by Borrower concurrently with such sale. Each sale of any Dispositionan Account shall be made free and clear of Bank’s Lien, or series of related Dispositionsso long as, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodand only if, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating such sale is made in compliance with the financial covenants set forth in requirements of Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a7.1(j) or (b) after giving effect to such Disposition on a Pro Forma Basisabove.

Dispositions. Make If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition unless of any property permitted by subsections (a) through (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation Section 7.05 and any Disposition of the transaction property as a result of an Insurance and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (iiCondemnation Event) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions which results in the most recent trailing twelve-month period, will involve property or business units generating more than 20% realization by such Person of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions Net Cash Proceeds in the most recent trailing twelve-month period, will result in Consolidated EBITDA excess of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period5,000,000, the Borrower shall have delivered prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds not later than two Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent a Pro Forma Compliance Certificate providing details on or prior to the prospective Dispositiondate of the required payment under this Section 2.05(b)(ii)), confirming and so long as no Default shall have occurred and be continuing, the foregoing conditions set forth above Borrower or such Subsidiary may reinvest such Net Cash Proceeds for Permitted Acquisitions after the ClosingRestatement Date or in fixed assets so long as the Borrower or one of its Subsidiaries has committed to make such Permitted Acquisition or reinvestment within 180 days of the receipt of such Net Cash Proceeds and demonstrating compliance with such Permitted Acquisition or reinvestment is made within 360 days after the financial covenants receipt of such Net Cash Proceeds; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis2.05(b)(ii).

Dispositions. Make If the Borrower or any of its Subsidiaries makes any Disposition unless (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related DispositionsDispositions pursuant to Section 7.5(l), which results in the realization or receipt by any Group Member of property Net Cash Proceeds in an aggregate amount (I) for any transaction or business units generating more series of related transactions in excess of $250,000 or (II) for all transactions not included in clause (I) above in excess of $1,000,000 in any fiscal year, then (x) the Borrower shall promptly, and in any event not later than $10 million 5 Business Days after receipt of Consolidated EBITDA for such Net Cash Proceeds, notify the most recent trailing twelve-month periodAdministrative Agent of such Disposition (including the amount of Net Cash Proceeds to be received thereof) and (y) promptly upon receipt by such Group Member of such Net Cash Proceeds of such Disposition, the Borrower shall apply an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds less any amount that such Group Member plans to reinvest as permitted pursuant to the subsequent sentence to prepay (A) until the Terms Loans have delivered been repaid in full, the Term Loans and (B) thereafter, the Revolving Loans (without any reduction in related Revolving Commitments). With respect to any Net Cash Proceeds received with respect to any such Disposition, at the option of the Borrower, upon notice to the Administrative Agent Agent, any Group Member may reinvest all or any portion of such Net Cash Proceeds in assets used or useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that, if any Net Cash Proceeds (i) are no longer intended to be or cannot be so reinvested at any time after delivery of a Pro Forma Compliance Certificate providing details on the prospective Dispositionnotice of reinvestment election, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower has delivered financial statements pursuant reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of (A) until the Terms Loans have been repaid in full, the Term Loans and (B) thereafter, the Revolving Loans (without any reduction in related Revolving Commitments) and (ii) are received by a Loan Party or Enterasys in respect of a Disposition of Collateral, if a reinvestment election is made, such Net Cash Proceeds must be reinvested in assets constituting Collateral owned by a Loan Party or Enterasys, as applicable. Prepayments of Term Loans under this Section 7.01(a2.10(c) or (b) after giving effect shall be applied to such Disposition on a Pro Forma Basisthe remaining scheduled installments of principal thereof in reverse order of maturity and in accordance with Section 2.16(b).

Dispositions. Make any Disposition unless (i) at least 75% Within 2 Business Days of the consideration paid in connection therewith shall be cash date of receipt by Parent or Cash Equivalents paid contemporaneous with consummation any of its Restricted Subsidiaries of the transaction 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 condemnation and including proceeds from sales or dispositions which qualify as Permitted Dispositions solely under clauses (a), (g), (h) and (rs) of the total consideration definition of Permitted Dispositions), Borrower shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount not less than the fair market value equal to 100% of the property disposed ofsuch 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 (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (vA) no Default or Event of Default shall exist immediately before have occurred and is continuing or immediately after giving effect thereto on a Pro Forma Basiswould result therefrom, (viB) no Borrower shall have given Agent prior written notice of Borrower’s intention to apply such Disposition, together with all 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 Dispositions assets useful in the most recent trailing twelve-month period, will involve property business of Borrower or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month periodits Restricted Subsidiaries, (viiC) no such Disposition, together with all other Dispositions the monies are held in the most recent trailing twelvea Deposit Account in which Agent has a perfected first-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on priority security interest and are subject to a Pro Forma BasisControl Agreement, and (viiiD) 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 case Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f); provided, that Borrower 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) $2,500,000 in any given fiscal year, plus (y) solely in respect of any Dispositionsuch Net Cash Proceeds of any involuntary loss, damage or series destruction of related Dispositionsproperty, of property or business units generating more than up to $10 million of Consolidated EBITDA for 2,000,000 in the most recent trailing twelve-month period, aggregate during the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as term of the end Agreement. Nothing contained in this Section 2.4(e)(ii) shall permit Parent or any of the period its Restricted Subsidiaries to sell or otherwise dispose of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to any assets other than in accordance with Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis6.4.

Dispositions. Make If any Net Cash Proceeds are received by the Borrower or any Subsidiary (other than an Excluded Subsidiary) from one or more Dispositions (including any deferred purchase price therefor and including sales of stock or other equity interests of Subsidiaries (other than Excluded Subsidiaries)) excluding the PetroEdge Disposition and any Disposition unless (i) at least 75% of permitted by Section 7.07(a), the consideration paid in connection therewith Term Loans shall be cash or prepaid, immediately upon receipt of such Net Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be Proceeds, in an amount not less equal to the amount of Net Cash Proceeds received from all such Dispositions as follows: first, to the Additional Term Loan Principal Debt until repaid in full, second, the next $4,500,000 will be applied to the Original Term Loan Principal Debt (and any such prepayments will be applied against installments of principal due on the Original Term Loan in direct order of maturity as specified in Section 2.06(a)), third, provided (a) the QELP Second Amendment has become effective, (b) the QELP First Amendment has become effective, (c) the QMLP Second Amendment has become effective, (d) the QELP Redetermined Borrowing Base is at least $190,000,000, and (e) such Net Cash Proceeds are received by the Borrower or any Subsidiary (other than an Excluded Subsidiary) by January 31, 2009, the fair market value Borrower or such Subsidiary will be entitled to retain for its own use up to $20,000,000 of Net Cash Proceeds received by Borrower or such Subsidiary for working capital and to make Capital Expenditures for the development of its Oil and Gas Properties (but if any of the property disposed offoregoing conditions are not satisfied, (iithen no Net Cash Proceeds will be retained by the Borrower or such Subsidiary for its own use pursuant to this clause) if such transaction is a Sale and Leaseback Transactionfourth, such transaction is not prohibited hereunderany excess Net Cash Proceeds will be applied to the Original Term Loan Principal Debt, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or unless an Event of Default has occurred and is continuing or would arise as a result thereof (whereupon the provisions of Section 2.11(d) and not the provisions of this Section 2.04(c)(i) shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basisapply.

Dispositions. Make any Disposition unless 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 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 (i) at least 75% such property is exchanged for credit against the purchase price of property used or useful in the business of the consideration paid in connection therewith shall 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 cash a Loan Party or Cash Equivalents paid contemporaneous with consummation of the transaction become a Loan Party and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction the transferor is a Sale and Leaseback TransactionDomestic Loan Party, such transaction is not prohibited hereunder, then the transferee must be a Domestic Loan Party; (iiie) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, Dispositions permitted by Section 7.04; (ivf) such transaction does not involve a sale or other disposition of receivables other than receivables owned 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 or attributable to other property concurrently being disposed of in a transaction the Company and its Subsidiaries not otherwise permitted under this Section 8.057.05; provided that (i) at the time of such Disposition, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on a Pro Forma Basisthis 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; (vih) no any Foreign Subsidiary of the Company may sell or dispose of Equity Interests in such DispositionSubsidiary 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 rental, together with all other lease or sublease of real property or equipment in the ordinary course of business; (j) transfers of property subject to Recovery Events; (k) Dispositions in the most recent trailing twelveordinary course of business consisting of the abandonment, cancellation, non-renewal 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; (l) each Loan Party and each of its Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (m) the sale or 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 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 ancillary rights shall be approved by the Administrative Agent), in 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 month period, will involve property or business units generating more than 20pursuant to all such programs does not exceed an amount equal to 10% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in aggregate consolidated accounts receivable of the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, Company and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 its Subsidiaries as of the end last day of the period of immediately preceding month and (ii) such sales are consummated on arm’s-length terms and the four fiscal quarters most recently ended for which Company and/or its Subsidiaries receive reasonable consideration therefor (as determined by the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis.Company in its reasonable business judgment);

Dispositions. Make If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition unless of any property permitted by subsections (a) through (i) at least 75% or subsection (k) of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation Section 7.05 and any Disposition of the transaction property as a result of an Insurance and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (iiCondemnation Event) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions which results in the most recent trailing twelve-month period, will involve property or business units generating more than 20% realization by such Person of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions Net Cash Proceeds in the most recent trailing twelve-month period, will result in Consolidated EBITDA excess of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period5,000,000, the Borrower shall have delivered prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds not later than two Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of the required payment under this Section 2.05(b)(ii)), the Borrower or such Subsidiary may reinvest such Net Cash Proceeds for Permitted Acquisitions after the Restatement Date or in fixed assets so long as such Permitted Acquisition or reinvestment is made within 365 days after the receipt of such Net Cash Proceeds, or in the event that the Borrower or such Subsidiary has entered into a Pro Forma Compliance Certificate providing details on legal binding commitment to make such Permitted Acquisition or reinvestment, within 540 days of the prospective Dispositionreceipt of such Net Cash Proceeds; and provided further, confirming however, that any Net Cash Proceeds not so reinvested or committed to be reinvested shall be immediately applied to the foregoing conditions set forth above and demonstrating compliance with prepayment of the financial covenants Loans as set forth in this Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis2.05(b)(ii).”

Dispositions. Make any Disposition unless except: Dispositions consisting of sales of marketable securities, loans, loan servicing rights, commodities, forwards, futures, derivatives and other assets in connection with trading, market making activities, loan origination and securitization, structured products and other financial services activities, and real estate businesses, in each case in the ordinary course of business; Dispositions by (i) at least 75% any Subsidiary of the consideration paid in connection therewith shall be cash Borrower to the Borrower or Cash Equivalents paid contemporaneous with consummation of the transaction any other Subsidiary and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale the Borrower to any, direct or indirect, wholly owned Subsidiary of the Borrower; Dispositions of shares of NASDAQ held by the Borrower or its Subsidiaries at any time; Dispositions of Equity Interests of Newmark pursuant to (i) the issuance of additional Equity Interests of Newmark and/or (ii) the Newmark Distribution; and Leaseback Transaction, such transaction is not prohibited hereunderDispositions (in addition to the Dispositions permitted by clauses (a), (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiaryb), (ivc) and (d) above) so long as the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transaction does transactions shall not involve a sale or other disposition exceed, (i) during the period from the Closing Date until the date the 2018 annual financial statements are delivered pursuant to Section 6.01(a), 30% of receivables Consolidated EBITDA calculated based on the annual financial statements of the Borrower as of December 31, 2017 less any Dispositions (other than receivables owned Dispositions of the type permitted by or attributable clauses (a), (b), (c) and (d) above) made from January 1, 2018 through and including the Closing Date and (ii) thereafter, during each period commencing on the day following the date of delivery of annual financial statements pursuant to other property concurrently being disposed Section 6.01(a) and ending on the next date of delivery of annual financial statements pursuant to Section 6.01(a) in a transaction otherwise permitted under the following year, 30% of Consolidated EBITDA calculated based on the most recent annual financial statements delivered 77 CHAR1\1710066v1CHAR1\0000000x0 pursuant to Section 6.01(a); provided, that, upon the Newmark Distribution, the calculation of Consolidated EBITDA with respect to this Section 8.05, (v7.05(e) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto be calculated on a Pro Forma Basis. Notwithstanding the foregoing proviso, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month periodfiscal year in which the Newmark Distribution occurs, (viiany Dispositions made in accordance with this Section 7.05(e) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered prior to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma BasisNewmark Distribution shall be deemed permitted.

Dispositions. Make If the Parent or any Disposition unless of its Restricted Subsidiaries Disposes of any property under Sections 8.05(c), (ie), (f) at least 75or (g) which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of the consideration paid such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, clause (vii) no below); provided, that such Disposition, together with all other Dispositions in percentage shall be reduced to 50% or 0% if the most recent trailing twelve-month period, will result in Consolidated EBITDA Net Secured Leverage Ratio as of the last day of the prior fiscal year was less than $100 million for 4.25:1.00 (but greater than or equal to 3.25:1.00) or 3.25:1.00, respectively; provided, further, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(iv), at the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and election of the Company (viii) in as notified by the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered Company to the Administrative Agent a Pro Forma Compliance Certificate providing details on promptly after the prospective Dispositiondate of the receipt of such Net Cash Proceeds), confirming the foregoing conditions set forth above Parent or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within three hundred and demonstrating compliance with sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the financial covenants Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 8.11 as 2.05(b)(iv). Notwithstanding the foregoing, if at the time that any prepayment would be required under this Section 2.05(b)(iv), the Company is required to offer to repurchase Permitted First Priority Refinancing Debt or any Permitted Refinancing 113 #95537764v15AMERICAS/2023466857.21 #96465179v1 of any such Indebtedness (to the extent secured by Liens on all or a portion of the end Collateral on a pari passu basis with the liens securing the Facilities (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans or any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto)), in each case pursuant to the terms of the period documentation governing such Indebtedness with the net proceeds of any such Disposition of, or with respect to, any property or assets constituting Collateral (such Permitted First Priority Refinancing Debt (and such Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such net proceeds on a pro rata basis (determined on the basis of the four fiscal quarters most recently ended for which aggregate outstanding principal amount of the Borrower has delivered financial statements Term Loans and Other Applicable Indebtedness at such time; 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 Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 7.01(a2.05(b)(iv) or (b) after giving effect to such Disposition on a Pro Forma Basisshall be reduced accordingly.

Dispositions. Make The Borrowers will not, and will not permit any Disposition unless Restricted Subsidiary to, make any Asset Disposition, except for (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction Asset Dispositions among Parent and the total consideration shall be in an amount not less than the fair market value of the property disposed ofits Restricted Subsidiaries, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder[reserved], (iii) such transaction does not involve Asset Dispositions to the sale or other disposition of extent made in connection with an Investment in a minority equity interest in any Subsidiary, Person permitted under Section 6.05; (iv) such transaction does other Asset Dispositions in an aggregate amount 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 8.05exceed $200,000,000 per fiscal year, so long as (vA) no Default or Event of Default has occurred and is continuing or would result from such Asset Disposition, (B) such Asset Disposition is made for fair market value, (C) at least seventy-five percent (75%) of the consideration for such Asset Disposition is in the form of cash or cash equivalents (including Permitted Investments), (D) Parent on a consolidated basis shall exist immediately before or immediately be in pro forma compliance (after giving effect thereto on a Pro Forma Basis, (vito such Asset Disposition) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants then applicable covenant level as set forth in Section 8.11 as 6.11(b), minus 0.25, calculated for the four (4) fiscal quarter period ending on the last day of the end of the period of the four fiscal quarters most recently ended quarter for which the Borrower has delivered financial statements of Parent have been delivered to Administrative Agent pursuant to Section 7.01(a5.01(a) or (b) and (E) the Net Cash Proceeds received by Parent, any Loan Guarantor or, to the extent any prepayment with such Net Cash Proceeds would not result in an adverse tax consequence (as determined in good faith by Parent), any Restricted Subsidiary of Parent or a Loan Guarantor, are used to prepay the Term Loans in accordance with Section 2.11(c); (v) other Asset Dispositions in an unlimited amount so long as (A) no Event of Default has occurred and is continuing or would result from such Asset Disposition, (B) such Asset Disposition is made for fair market value, (C) at least seventy-five percent (75%) of the consideration for such Asset Disposition is in the form of cash or cash equivalents (including Permitted Investments), (D) Parent on a consolidated basis shall have a Net Debt to EBITDA Ratio (after giving effect to such Asset Disposition) of not greater than 3.00 to 1.00, calculated for the four (4) fiscal quarter period ending on the last day of the most recently ended quarter for which financial statements of Parent have been delivered to Administrative Agent pursuant to Section 5.01(a) or (b) and (E) the Net Cash Proceeds received by Parent, any Loan Guarantor or, to the extent any prepayment with such Net Cash Proceeds would not result in an adverse tax consequence (as determined in good faith by Parent), any Restricted Subsidiary of Parent or a Loan Guarantor, are used to prepay the Term Loans in accordance with Section 2.11(c); and (vi) Asset Dispositions not exceeding the lesser of (x) $20,000,000 per Asset Disposition on a Pro Forma Basis(or series of related Asset Dispositions) and (y) $80,000,000 in the aggregate during the term of this Agreement.

Dispositions. Make If the Parent or any Disposition unless of its Restricted Subsidiaries Disposes of any property under Sections 8.05(c), (ie), (f) at least 75or (g) which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of the consideration paid such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, clause (vii) no below); provided, that such Disposition, together with all other Dispositions in percentage shall be reduced to 50% or 0% if the most recent trailing twelve-month period, will result in Consolidated EBITDA Net Secured Leverage Ratio as of the last day of the prior fiscal year was less than $100 million for 4.25:1.00 (but greater than or equal to 3.25:1.00) or 3.25:1.00, respectively; provided, further, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(iv), at the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and election of the Company (viii) in as notified by the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered Company to the Administrative Agent a Pro Forma Compliance Certificate providing details on promptly after the prospective Dispositiondate of the receipt of such Net Cash Proceeds), confirming the foregoing conditions set forth above Parent or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within three hundred and demonstrating compliance with sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the financial covenants Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 8.11 as 2.05(b)(iv). Notwithstanding the foregoing, if at the time that any prepayment would be required under this Section 2.05(b)(iv), the Company is required to offer to repurchase Permitted First Priority Refinancing Debt or any Permitted Refinancing of any such Indebtedness (to the extent secured by Liens on all or a portion of the end Collateral on a pari passu basis with the liens securing the Facilities (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans or any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto)), in each case pursuant to the terms of the period documentation governing such Indebtedness with the net proceeds of any such Disposition of, or with respect to, any property or assets constituting Collateral (such Permitted First Priority Refinancing Debt (and such Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such net proceeds on a pro rata basis (determined on the basis of the four fiscal quarters most recently ended for which aggregate outstanding principal amount of the Borrower has delivered financial statements Term Loans and Other Applicable Indebtedness at such time; 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 Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 7.01(a2.05(b)(iv) or (b) after giving effect to such Disposition on a Pro Forma Basisshall be reduced accordingly.

Dispositions. Make If any Net Cash Proceeds are received by the Borrower or any Subsidiary (other than an Excluded Subsidiary) from one or more Dispositions (including any deferred purchase price therefor and including sales of stock or other equity interests of Subsidiaries (other than Excluded Subsidiaries)) excluding the PetroEdge Disposition and any Disposition unless (i) at least 75% of permitted by Section 7.07(a), the consideration paid in connection therewith Term Loans shall be cash or prepaid, immediately upon receipt of such Net Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be Proceeds, in an amount not less than equal to the fair market value amount of Net Cash Proceeds received from all such Dispositions as follows: first, to the property disposed ofAdditional Term Loan Principal Debt until repaid in full, second, the next $4,500,000 will be applied to the Original Term Loan Principal Debt (and any such prepayments will be applied against installments of principal due on the Original Term Loan in direct order of maturity as specified in Section 2.06(a)), third, provided (a) the QELP Second Amendment has become effective, (iib) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunderthe QELP First Amendment has become effective, (iiic) such transaction does not involve the sale or other disposition of a minority equity interest in any SubsidiaryQMLP Second Amendment has become effective, (ivd) 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, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than QELP Redetermined Borrowing Base is at least $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis190,000,000, and (viiie) such Net Cash Proceeds are received by the Borrower or any Subsidiary (other than an Excluded Subsidiary) by January 31, 2009 (or in the case of any Dispositionthe Qualifying Lycoming Sale, or series by the deadline specified therefor in the definition of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period“Qualifying Lycoming Sale”), the Borrower shall have delivered or such Subsidiary will be entitled to retain for its own use up to $20,000,000 of Net Cash Proceeds (subject to the Administrative Agent a Pro Forma Compliance Certificate providing details on additional mandatory $750,000 prepayment specified in the prospective Disposition, confirming definition of “Qualifying Lycoming Sale” in connection with the Qualifying Lycoming Sale) received by Borrower or such Subsidiary for working capital and to make Capital Expenditures for the development of its Oil and Gas Properties (but if any of the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which are not satisfied, then no Net Cash Proceeds will be retained by the Borrower has delivered financial statements or such Subsidiary for its own use pursuant to this clause) and fourth, any excess Net Cash Proceeds will be applied to the Original Term Loan Principal Debt, unless an Event of Default has occurred and is continuing or would arise as a result thereof (whereupon the provisions of Section 7.01(a2.11(d) or (band not the provisions of this Section 2.04(c)(i) after giving effect to such Disposition on a Pro Forma Basisshall apply.”

Dispositions. Make any Disposition unless (i) at least 75% Within one Business Day of the consideration paid in connection therewith shall be cash date of receipt by any Loan Party or Cash Equivalents paid contemporaneous with consummation any of its Subsidiaries of the transaction Net Cash Proceeds of any voluntary or involuntary sale or disposition in excess of $100,000 in any calendar year by any Loan Party or any of its Subsidiaries (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof) of assets or other property other than sales of Inventory in the total consideration ordinary course of business, then Borrowers shall be prepay the outstanding principal amount of the Term Loan, 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. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the Borrowers shall not less than the fair market value be required to make any prepayment of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 Term Loan under this Section 8.051.8(a) with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries from any sale or disposition (including any casualty losses or condemnations) to the extent that, (v) no Default on or Event of Default shall exist immediately before prior to the date such Net Cash Proceeds would otherwise be required to be so applied, the Borrowers notify the Agent that such Net Cash Proceeds are to be reinvested in assets used or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions usable in the most recent trailing twelve-month period, will involve property business of the Loan Parties or business units generating more than 20% any of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no their respective Subsidiaries within 180 days of each such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basissale or disposition, and if such Net Cash Proceeds to be reinvested are not in fact reinvested within 180 days after receipt thereof, then such proceeds shall be due and payable, and, in each case, applied to the prepayment of Term Loan as provided in this clause (viiia) at the expiration of such 180-day period. Nothing contained in the case this Section 1.8(a) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any Disposition, or series of related Dispositions, of property or business units generating more assets other than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance in accordance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis5.23(d).

Dispositions. Make The Company will not, and will not permit any of the other Note Parties to make any Disposition unless except (ia) at least 75transfers of assets to any of the Note Parties, (b) Dispositions of Inventory of any of the Note Parties and Fixed Assets of any of the Note Parties (in each case subject to clause (d) of this Section 10.6 and the latter also subject Section 10.11(d)) sold in the ordinary course of business, (c) obsolete or worn out equipment and (d) subject to the following sentence, Dispositions to the extent the aggregate Net Cash Proceeds of such Dispositions does not exceed, in any such Fiscal Year, 20% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation Consolidated Tangible Assets of the transaction Company and the total consideration shall be in an amount not less than the fair market value of the property disposed ofother Note Parties, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period immediately preceding Fiscal Year, and to the extent 100% of the four fiscal quarters most recently ended consideration for such Dispositions is in cash; provided that, to the extent otherwise meeting the requirements of this clause (d), (1) Net Cash Proceeds from Dispositions which in the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect event that the assets subject to such Disposition on a Pro Forma Basisconstituted Collateral, such Net Cash Proceeds are reinvested in property, all or substantially all (as determined by the Collateral Agent) of which such property shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent or (2) in the event that the assets subject to such Disposition did not constitute Collateral, such Net Cash Proceeds are reinvested in assets similar to the assets which were subject to such Disposition or in property which is otherwise used or useful in the business of the Company and the other Note Parties, and in each case, such property is located within the United States; provided further that, to the extent actually reinvested in such assets or property within the 180-day period after the applicable Disposition or committed to be reinvested within 90 days after the end of such period, such Net Cash Proceeds will be excluded from the calculation of aggregate Net Cash Proceeds in such Fiscal Year. If the Net Cash Proceeds of any Disposition for any Fiscal Year are greater than 20% of the Consolidated Tangible Assets of the Company and the other Note Parties, the Company shall make the required prepayments and otherwise comply with the provisions of Section 8.3.

Dispositions. Make If any Disposition unless (i) at least 75% portion of the consideration paid in connection therewith Net Cash Proceeds realized by a Company from any Triggering Disposition (other than a Casualty or Condemnation Disposition) (including any deferred purchase price therefor) has not been Reinvested within one hundred eighty (180) days from the receipt by such Company of such Net Cash Proceeds (including receipt of any deferred payments for any such Triggering Disposition or portion thereof, if and when received), then on or before the first Business Day following such one hundred eightieth (180th) day the Loans shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be prepaid in an amount equal to the portion of the Reduction Amount that is not so Reinvested. If any portion of the Net Cash Proceeds realized by a Company from any Casualty or Condemnation Disposition that constitutes a Triggering Disposition has not been Reinvested within one year from the receipt by such Company of such Net Cash Proceeds (including receipt of any deferred payments for any such Triggering Disposition or portion thereof, if and when received), then on or before the first Business Day following such one year period the Loans shall be prepaid in an amount equal to the portion of the Reduction Amount that is not so Reinvested. Net Cash Proceeds of a Disposition that equal, when aggregated with Net Cash Proceeds of all Dispositions since the Closing Date, an amount less than the fair market value Threshold Amount shall not be required to be used for mandatory prepayments pursuant to this Section 2.04(b)(i). Prepayments under this Section 2.04(b)(i) shall be applied first to repayment of the property disposed ofCommitted Term Loans, and second to repayment of the Outstanding Amount under the Revolver Facility (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest except as otherwise provided in any Subsidiary, clause (iv) such transaction does not involve below, with 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, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as corresponding reduction of the end Revolver Commitment in an amount of the period twenty-five percent (25%) of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on Net Cash Proceeds from a Pro Forma BasisTriggering Disposition).

Dispositions. Make Subject to the last two paragraphs of this Section 2.5(b), if the Loan Parties and their Subsidiaries Dispose of any Disposition unless property (iother than ABL Priority Collateral) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositionstransactions resulting in Net Cash Proceeds, other than (x) any Disposition that constitutes a sale or issuance of property Equity Interests of the Borrower, (y) any Permitted Transfer or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period(z) any Disposition under Section 7.5(d), (e), (f) or (h) (any such Disposition, a “Disposition Prepayment Event”), within five (5) Business Days after any such Disposition Prepayment Event, the Borrower shall have delivered prepay the Loans in an aggregate amount equal to the Administrative Agent Disposition Prepayment Percentage of the Net Cash Proceeds received in respect of such Disposition Prepayment Event (such amount, the “Disposition Prepayment Amount”); provided that all or a Pro Forma Compliance Certificate providing details on portion of the prospective DispositionNet Cash Proceeds received in respect of such Disposition Prepayment Event in excess of the Disposition Prepayment Amount (the “Excess Amount”) may be reinvested at the option of the Borrower in property that is useful for the Borrower’s business within one hundred eighty (180) days following receipt of such Net Cash Proceeds; provided, confirming however, that if all or a portion of such Excess Amount will not or cannot be so reinvested within one hundred eighty (180) days after receipt thereof, an amount equal to all of the foregoing conditions Excess Amount that shall not be so reinvested shall be applied within five (5) Business Days after the Borrower reasonably determines that such portion of such Excess Amount will not be or cannot be so reinvested or is not reinvested (as applicable), to the prepayment of the Loans as set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or under this clause (b) after giving effect to such Disposition on a Pro Forma Basisb)(i).

Dispositions. Make Upon the occurrence of any Disposition unless (including any Disposition of any Borrowing Base Oil and Gas Properties) or any Recovery Event (except (A) Dispositions pursuant to Section 7.05(a), (c) or (d) and (B) with respect to Net Cash Proceeds received with respect to (i) at least 75% Dispositions in an aggregate amount not to exceed $1,500,000 during any fiscal year or (ii) a Recovery Event, in each case in which such Net Cash Proceeds are utilized in order to replace or repair the assets of the consideration paid Borrower or any Subsidiary that are the subject of such Disposition or Recovery Event (or, in the case of a Recovery Event, are utilized by the Borrower or the applicable Subsidiary to reimburse itself for expenditures previously made in order to replace or repair such assets in an aggregate amount not to exceed $4,000,000 during any fiscal year)), then on the date of receipt by the Borrower or the applicable Subsidiary of the Net Cash Proceeds related thereto, the Loans shall immediately be prepaid in accordance with Section 2.05(b)(viii) by an amount equal to the amount of such Net Cash Proceeds minus the amount of any mandatory prepayment made pursuant to Section 2.05(b)(i) FOURTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER - Page 8 in connection therewith shall be cash with such Disposition or Recovery Event. Notwithstanding the foregoing, the Borrower may retain Net Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be Proceeds in an amount not less than to exceed $100,000 in the fair market value aggregate for Dispositions made by the Borrower or its Subsidiaries during any fiscal year. For purposes of calculating the property disposed of, (ii) if such transaction is Net Cash Proceeds received from a Sale and Leaseback TransactionDisposition or from a Recovery Event, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default proceeds shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 be determined as of the end date of the period applicable Disposition or Recovery Event, whether or not received on such date, but no such amount shall be required to be applied to prepayment of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements Loans pursuant to this Section 7.01(a) or (b) after giving effect until received by the applicable Person. The provisions of this Section do not constitute consent to such the consummation of any Disposition on a Pro Forma Basisnot otherwise permitted by Section 7.05.

Dispositions. Make any Disposition unless Notwithstanding anything to the contrary set forth in this Agreement, in addition to the Mandatory Prepayments of principal set forth in SUBSECTIONS 2.8(a), (c), (d) and (e), the Borrowers shall prepay principal amounts outstanding under the Term Loans in an amount equal to one hundred percent (100.0%) of the Net Proceeds obtained by either of the Borrowers from (i) at least 75% any Disposition of assets or other property having an aggregate book value net of depreciation in excess of Two Million Dollars ($2,000,000) or (ii) any Event of Loss. Notwithstanding anything to the contrary set forth in this Agreement, if any Disposition (regardless of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation net book value of the transaction and assets or property involved in such Disposition) causes the total consideration value of all Dispositions made, closed or completed over the term of this Agreement commencing with the Closing Date to equal or exceed Twenty-Five Million Dollars ($25,000,000), then the Borrowers shall be prepay principal amounts outstanding under the Term Loans in an amount not less than the fair market value equal to one hundred percent (100.0%) of the property disposed ofNet Proceeds obtained by either of the Borrowers from such Disposition and from any and all Dispositions which occur thereafter. For the calculation of each such Mandatory Prepayment required under this SUBSECTION 2.8(b), there shall be excluded from the amounts otherwise required to be prepaid an amount equal to the Net Proceeds from any Disposition or Event of Loss to the extent that either of the Borrowers uses such Net Proceeds during the next succeeding six (6) months to (i) acquire replacement Property of similar, in the Required Lenders' reasonable discretion, kind and type, or (ii) acquire any fixed assets consistent with, and to be used in, the Business as currently conducted. The Mandatory Prepayment, if such transaction is a Sale and Leaseback Transactionany, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 required under this Section 8.05, (vSUBSECTION 2.8(b) no Default with respect to any Disposition or any Event of Default Loss shall exist immediately before or immediately after giving effect thereto be due and payable on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelvelast day of the Fiscal Quarter during which occurs the six-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as anniversary of the end closing of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basisor the occurrence of such Event of Loss.

Dispositions. Make any Disposition unless Within one (i1) at least 75% Business Day of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation date of receipt by any Loan Party of the transaction and Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any Subsidiary of Parent of any Revolving Loan Priority Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b) or (o) of the total consideration definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount not less than the fair market value equal to one hundred (100%) percent of the property disposed ofsuch Net Cash Proceeds (including condemnation awards, insurance recoveries and payments in lieu thereof); provided, that, so long as (iiA) if such transaction is a Sale no Cash Dominion Period exists, and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before have occurred and is continuing or immediately after giving effect thereto on a Pro Forma Basiswould result therefrom, (viB) no Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to reinvest such Disposition, together with all other Dispositions monies in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month periodassets which constitute Revolving Loan Priority Collateral, (viiC) no such Dispositionthe monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, together with all other Dispositions in (D) the most recent trailing twelve-month period, failure to promptly apply the Net Cash Proceeds to prepay the Obligations will not result in Consolidated EBITDA of less than $100 million for a requirement that such Net Cash Proceeds be applied to prepay any amounts owing under the most recent trailing twelve-month period after giving effect thereto on a Pro Forma BasisTerm Loan Documents, and (viiiE) Borrowers or Guarantors, as applicable, complete such reinvestment within 120 days after the initial receipt of such monies, then the Borrowers shall have the option to apply such monies to reinvest in assets which constitute Revolving Loan Priority Collateral unless and to the extent that such applicable period shall have expired without such purchase being made, in which case any amounts remaining in the case cash collateral account shall be paid to the Agent and applied in accordance with Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any Disposition, or series of related Dispositions, of property or business units generating more assets other than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance in accordance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis6.4.

Dispositions. Make If the Parent or any Disposition unless of its Restricted Subsidiaries Disposes of any property under Sections 8.05(c), (ie), (f) at least 75or (g) which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $10,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of the consideration paid such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, clause (vii) no such Dispositionbelow); provided, together however, that, with all other Dispositions respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(iv), at the most recent trailing twelve-month period, will result in Consolidated EBITDA election of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and Company (viii) in as notified by the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered Company to the Administrative Agent a Pro Forma Compliance Certificate providing details on promptly after the prospective Dispositiondate of the receipt of such Net Cash Proceeds), confirming the foregoing conditions set forth above Parent or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within three hundred and demonstrating compliance with sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the financial covenants Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 8.11 as 2.05(b)(iv). Notwithstanding the foregoing, if at the time that any prepayment would be required under this Section 2.05(b)(iv), the Company is required to offer to repurchase Permitted First Priority Refinancing Debt or any Permitted Refinancing of any such Indebtedness (to the extent secured by Liens on all or a portion of the end Collateral on a pari passu basis with the liens securing the Facilities (other than the Term A-1 Loans, the Term A-2 Loans, the Term B-2 Loans, the 2017 Refinancing Term A-1 Loans, the 2017 Refinancing Term A-2 Loans and the 2017 Refinancing Term B-2 Loans, or any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto)), in each case pursuant to the terms of the period documentation governing such Indebtedness with the net proceeds of any such Disposition of, or with respect to, any property or assets constituting Collateral (such Permitted First Priority Refinancing Debt (and such Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such net proceeds on a pro rata basis (determined on the basis of the four fiscal quarters most recently ended for which aggregate outstanding principal amount of the Borrower has delivered financial statements Term Loans and Other Applicable Indebtedness at such time; 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 Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 7.01(a2.05(b)(iv) or (b) after giving effect to such Disposition on a Pro Forma Basisshall be reduced accordingly.

Dispositions. 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 unless shall be an Investment permitted by Section 8.02; Dispositions by the Borrower or any Restricted Subsidiary; provided that(b) (i) at least 75% the time of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed ofsuch Disposition, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no would result from such Disposition, together with (ii) the aggregate book value of all other Dispositions 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 most recent trailing twelve-month period, will involve property or business units generating more than 20% Borrower and its Restricted Subsidiaries as of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in last day of the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basisimmediately preceding fiscal year, and (viiiiii) 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 case footnotes thereto) of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Administrative Agent a Pro Forma Compliance Certificate providing details on payment in cash of the prospective DispositionObligations, confirming that (i) are assumed by the foregoing conditions set forth above and demonstrating compliance transferee with respect to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the financial covenants set forth transaction with such transferee (other than intercompany debt owed to the Borrower or its Restricted Subsidiaries) and, in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended each case, for which the Borrower has delivered financial statements 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 Section 7.01(acustomary 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 (bi) after giving effect of the definition of “Excluded Subsidiary” to such Disposition on 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 Pro Forma Basis.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, 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 key man life insurance policies received by the Borrower or 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 the Restricted Subsidiaries may pay cash in lieu of(f) fractional Capital Stock in connection with any dividend, split or combination thereof or any Acquisition; so long as no Event of Default shall have occurred and be continuing at the(g) time, Restricted Payments in an aggregate amount per annum not to exceed an amount equal to 6% of the net proceeds received by (or contributed to) the Borrower and its Restricted Subsidiaries from all Equity Offerings after the Closing Date; [Credit Agreement]

Dispositions. Make Within 3 Business Days of the date of receipt by Borrower or any Disposition unless of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by 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), (g), (h), (i), (j), (k), (m), or (n) at least 75% of the consideration paid in connection therewith definition of Permitted Dispositions), Borrower shall be cash or Cash Equivalents paid contemporaneous with consummation prepay the outstanding principal amount of the transaction and the total consideration shall be Obligations in accordance with Section 2.4(f)(ii) in an amount not less than the fair market value equal to 100% of the property disposed of, such Net Cash Proceeds (iiincluding condemnation awards and payments in lieu thereof) if received by such transaction is a Sale and Leaseback Transaction, Person in connection with such transaction is not prohibited hereunder, sales or dispositions; provided that so long as (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (vA) no Default under Section 8.1 or 8.4 and no Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basishave occurred and is continuing, (viB) no Borrower shall have given Agent prior written notice of Borrower’s intention to apply such Disposition, together with all 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 Dispositions assets useful in the most recent trailing twelve-month period, will involve property business of Borrower or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month periodits Restricted Subsidiaries, (viiC) no 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 DispositionNet Cash Proceeds (as and when received, together with all 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 Dispositions assets useful in the most recent trailing twelvebusiness of Borrower or its Restricted Subsidiaries) are held in a cash collateral Deposit Account in which Agent has a perfected first-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basispriority security interest, and (viiiD) Borrower or its Restricted Subsidiaries, as applicable, complete such replacement, purchase, or construction within 270 days after the initial receipt of such monies, or become subject, within 270 days of such 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 case 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 shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, however, that Borrower and its Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $5,000,000 in any given fiscal year, Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Restricted Subsidiaries to sell or otherwise dispose of any Disposition, or series of related Dispositions, of property or business units generating more assets other than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance in accordance with the financial covenants set forth in Section 8.11 as express provisions of this Agreement and the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basisother Loan Documents.

Dispositions. Make (A) If any Group Company Disposes of any property (other than any Disposition unless of any property permitted by Section 7.05(i) through (ixi)) at least 75% or (B) any Extraordinary Receipt is received by or paid to or for the account of the consideration paid any Group Company, or Casualty or Condemnation occurs, and in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction any case is not prohibited hereunderotherwise included in the foregoing clause (A), which in any such case results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Term Loans equal to the Applicable Prepayment Percentage of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) such transaction does not involve the sale below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition, Casualty, Condemnation or other disposition of a minority equity interest constituting Extraordinary Receipts, in any 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 case received as described in a transaction otherwise permitted under this Section 8.052.05(b)(i), at the election of the Borrower (v) as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition, or within 10 days after receipt of such Extraordinary Receipts or such proceeds from such Casualty or Condemnation, as the case may be), and so long as no Default of the type referred to in Section 8.01(a) or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basishave occurred and be continuing, (vi1) no the Borrower or any of its Subsidiaries may reinvest all or any portion of such Disposition, together with all other Dispositions Net Cash Proceeds in assets used or useful in the most recent trailing twelve-business of the Borrower and its Subsidiaries so long as within 360 days after the receipt of such Net Cash Proceeds (or within 18 months after the receipt of Net Cash Proceeds from the Specified Disposition), such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested at the end of such 360 day period (or 18 month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (viias applicable) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered be immediately applied to the Administrative Agent a Pro Forma Compliance Certificate providing details on prepayment of the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants Loans as set forth in this Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which 2.05(b)(i) and/or (2) the Borrower has delivered financial statements pursuant may use up to Section 7.01(a) or (b) after giving effect to $100,000,000 of such Disposition on a Pro Forma BasisNet Cash Proceeds for Share Repurchases in any fiscal year.

Dispositions. Make If the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition unless of any property permitted by subsections (a) through (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation Section 7.05 and any Disposition of the transaction property as a result of an Insurance and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (iiCondemnation Event) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions which results in the most recent trailing twelve-month period, will involve property or business units generating more than 20% realization by such Person of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions Net Cash Proceeds in the most recent trailing twelve-month period, will result in Consolidated EBITDA excess of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period5,000,000, the Borrower shall have delivered prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds not later than two Business Days after receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided, however, that with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent a Pro Forma Compliance Certificate providing details on or prior to the prospective Dispositiondate of the required payment under this Section 2.05(b)(ii)), confirming and so long as no Default shall have occurred and be continuing, the foregoing conditions set forth above Borrower or such Subsidiary may reinvest such Net Cash Proceeds for Permitted Acquisitions after the Closing Date or in fixed assets so long as the Borrower or one of its Subsidiaries has committed to make such Permitted Acquisition or reinvestment within 180 days of the receipt of such Net Cash Proceeds and demonstrating compliance with such Permitted Acquisition or reinvestment is made within 360 days after the financial covenants receipt of such Net Cash Proceeds; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis2.05(b)(ii).

Dispositions. Make If the Parent or any Disposition unless of its Restricted Subsidiaries Disposes of any property under Sections 8.05(c), (ie), (f) at least 75or (g) which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $25,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of the consideration paid such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, clause (vii) no below); provided, that such Dispositionpercentage shall be reduced to 50% or 0% if the Consolidated Net Secured Leverage Ratio as of the last day of the prior fiscal year was less than 4.25:1.00 (but greater than or equal to 3.25:1.00) or 3.25:1.00, together respectively; provided, further, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(iv), at the election of the Company (as notified by the Company to the Administrative Agent promptly after the date of the receipt of such Net Cash Proceeds), the Parent or any Restricted Subsidiary may reinvest all other Dispositions or any portion of such Net Cash Proceeds in operating assets within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(iv). Notwithstanding the foregoing, if at the time that any prepayment would be required in the most recent trailing twelve-month periodcase of each of clauses (1)-(9), will result (I) excluding any such payments, prepayments and expenditures made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.05(b)(i) in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basisprior Fiscal Year, and (viiiII) in the case of any Dispositionprepayment of revolving Indebtedness, to the extent accompanied by a permanent reduction in the relevant commitment, (III) to the extent that such payments, prepayments and expenditures were not financed with the proceeds of other long-term funded Indebtedness (other than revolving Indebtedness) of the Parent or series its Restricted Subsidiaries and (IV) in each case under clause (3) above, based upon the actual amount of related Dispositionscash paid in connection with any relevant purchase or assignment; provided that no prepayment under this Section 2.05(b)(iv), the Company is required to offer to repurchase Permitted First Priority Refinancing Debt or any Permitted Refinancing of property or business units generating more than any xxxxx) shall be required unless the principal amount of Term Loans required to be prepaid exceeds the greater of $10 million 324,000,000 and 15% of Consolidated 151 EBITDA (and, in such case, only such amount in excess of the greater of $324,000,000 and 15% of Consolidated EBITDA for shall be required to be prepaid); provided, further, that if at the most recent trailing twelve-month periodtime that any such prepayment would be required, the Borrower shall have delivered Parent (or any Restricted Subsidiary) is also required to prepay, repurchase or offer to prepay or repurchase any Indebtedness (to the Administrative Agent extentthat is secured by Liens on all or a Pro Forma Compliance Certificate providing details portion of the Collateral on a pari passu basis with the liens securing the Facilities (other than the 2017 Refinancing Term B-2 Loans, the Term B-4 Loans or any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto)), in each case(without regard to the control of remedies) with any Obligation pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of any such Disposition of, or with respect to, any property or assets constituting Collateral (such Permitted First Priority Refinancing Debt (and such Permitted Refinancing of any (such Indebtedness) required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrowers may apply such net proceedsportion of the ECF Prepayment Amount on a pro rata basis (determined on the prospective Dispositionbasis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the(or accreted amount if such 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, confirming and the foregoing conditions set forth above and demonstrating compliance remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the financial covenants set forth in Section 8.11 as terms hereofis issued with original issue discount) at such time) to the prepayment of the end Term Loans and to the repurchase or prepayment of the period relevant Other Applicable Indebtedness, and the amount of prepayment of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements Term Loans that would have otherwise been required pursuant to this Section 7.01(a2.05(b)(ivi) shall be reduced accordingly.; it being understood that (1) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (band in any event within ten Business Days after the date of such rejection) after giving effect be applied to such Disposition on a Pro Forma Basisprepay the Term Loans in accordance with the terms hereof.

Dispositions. Make Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any Disposition unless 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 or such Subsidiary, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower or such Subsidiary; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s or such Subsidiary’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; (f) consisting of the sale of fixed assets and property which is, as of the date of this Agreement, in the process of being sold by a Subsidiary of Borrower pursuant to a letter of intent dated February 4, 2019, as previously disclosed to Bank; (g) consisting of cash payments in respect of earn-outs, working capital adjustments and/or dividends under that certain Plan of Merger, dated as of December 2, 2018, by and among Borrower, New Age Health Sciences Holdings, Inc. and Morinda Holdings, Inc., including, without limitation, dividends payable pursuant to Borrower’s outstanding shares of Series D Convertible Preferred Stock, so long as the Morinda Adjusted EBITDA for the fiscal year ended December 31, 2019 is at least $17,000,000; provided however, if the Morinda Adjusted EBITDA for the fiscal year ended December 31, 2019 is less than $17,000,000 such cash payments may be made in connection with the foregoing so long as such payments under this clause (g), (i) at least 75% are funded with proceeds from sales or issuances of Qualified Stock and (ii) do not exceed the amount of funds received pursuant to such sales or issuances of Qualified Stock; (h) consisting of the consideration paid issuance of Qualified Stock of Borrower in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation satisfaction of Borrower’s obligations under the transaction and foregoing clause (g); (i) of non-exclusive licenses for the total consideration shall be in an amount not less than the fair market value use of the property disposed ofof Borrower or its Subsidiaries in the ordinary course of business and (j) consisting of the issuance, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary(including, (ivwithout limitation, pursuant to an “at-the-market” offering) 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, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any DispositionQualified Stock, Stock Equivalents or series Qualified Stock issuable upon conversion or exercise of related Dispositionsany Stock Equivalents (including, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodwithout limitation, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above stock options and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basisconvertible notes).

Dispositions. Make If any Disposition unless (i) at least 75% portion of the consideration paid in connection therewith Net Cash Proceeds realized by a Company from any Triggering Disposition (other than a Casualty or Condemnation Disposition) (including any deferred purchase price therefor) has not been Reinvested within one hundred eighty (180) days from the receipt by such Company of such Net Cash Proceeds (including receipt of any deferred payments for any such Triggering Disposition or portion thereof, if and when received), then on or before the first Business Day following such one hundred eightieth (180th) day the Loans shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be prepaid in an amount equal to the portion of the Reduction Amount that is not so Reinvested. If any portion of the Net Cash Proceeds realized by a Company from any Casualty or Condemnation Disposition that constitutes a Triggering Disposition has not been Reinvested within one year from the receipt by such Company of such Net Cash Proceeds (including receipt of any deferred payments for any such Triggering Disposition or portion thereof, if and when received), then on or before the first Business Day following such one year period the Loans shall be prepaid in an amount equal to the portion of the Reduction Amount that is not so Reinvested. Net Cash Proceeds of a Disposition that equal, when aggregated with Net Cash Proceeds of all Dispositions since the Closing Date, an amount less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is Threshold Amount shall not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable be required to other property concurrently being disposed of in a transaction otherwise permitted be used for mandatory prepayments pursuant to this Section 2.04(b)(i). Prepayments under this Section 8.05, (v2.04(b)(i) no Default or Event shall be applied first to repayment of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma BasisCommitted Term Loans, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered second to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as repayment of the end Outstanding Amount under the Revolver Facility (but no corresponding reduction of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma BasisRevolver Commitment shall be made).

Dispositions. Make If any Loan Party or any of its Subsidiaries Disposes of any property (including the sale of any Equity Interests owned by Subsidiaries of Holdings but excluding any Disposition unless of any property permitted by Section 7.05(a) through (ig)) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions which results in the most recent trailing twelve-month period, will involve property or business units generating more than 20% realization by such Person of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodNet Cash Proceeds, the Borrower shall have delivered prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 100% of such Net Cash Proceeds over (B) the sum of any prepayments actually made pursuant to Section 2.05(b)(iii) of the Senior Credit Agreement and any prepayments actually made pursuant to Sections 3.09 and 4.07 of the Second Lien Notes Indenture, within two (2) Business Days after the later to occur of (1) the date of receipt of such Net Cash Proceeds by such Person and (2) if any offer to purchase the Second Lien Notes is made pursuant to Section 4.07 of the Second Lien Notes Indenture, the date on which such Net Cash Proceeds are applied to purchase any Second Lien Notes pursuant to Section 3.09 of the Second Lien Notes Indenture; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.03(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent no more than two (2) Business Days after the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Loan Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested (and not applied as a Pro Forma Compliance Certificate providing details on prepayment of the prospective Disposition, confirming Senior Loans or the foregoing conditions set forth above and demonstrating compliance with Second Lien Notes) shall be immediately applied to the financial covenants prepayment of the Loans as set forth in this Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis2.03(b)(ii).

Dispositions. Make If the Parent or any Disposition unless of its Restricted Subsidiaries Disposes of any property under Sections 8.05(q) and (is) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous (solely with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is respect to a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, Transaction pursuant to clause (iiic) such transaction does not involve of the sale or other disposition proviso contained in Section 8.14) which results in the receipt by the Parent and its Restricted Subsidiaries of a minority equity interest aggregate Net Cash Proceeds in excess of $10,000,000 in any Subsidiary, (iv) such single 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, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodtransactions, the Borrower shall have delivered prepay an aggregate principal amount of Term Loans equal to 100% of such Net Cash Proceeds within five Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clause (vii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(iv), at the election of the Borrower (as notified by the Borrower to the Administrative Agent a Pro Forma Compliance Certificate providing details on promptly after the prospective Dispositiondate of the receipt of such Net Cash Proceeds), confirming the foregoing conditions set forth above Parent or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Parent or any Restricted Subsidiary or to make Permitted Acquisitions and demonstrating compliance with other permitted Investments hereunder (other than Permitted Intercompany Investments or investments in cash or Cash Equivalents) within 365 days following receipt of such Net Cash Proceeds (or, if the financial covenants Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 8.11 as 2.05(b)(iv). Notwithstanding the foregoing, if at the time that any prepayment would be required under this Section 2.05(b)(iv), the Borrower is required to offer to repurchase Permitted First Priority Refinancing Debt or any Permitted Refinancing of any such Indebtedness (to the extent secured by Liens on all or a portion of the end Collateral on a pari passu basis with the liens securing the Facilities), in each case pursuant to the terms of the period documentation governing such Indebtedness with the net proceeds of any such Disposition of, or with respect to, any property or assets constituting Collateral (such Permitted First Priority Refinancing Debt (and such Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such net proceeds on a pro rata basis (determined on the basis of the four fiscal quarters most recently ended for which aggregate outstanding principal amount of the Borrower has delivered financial statements Term Loans and Other Applicable Indebtedness at such time; 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 Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 7.01(a2.05(b)(iv) or (b) after giving effect to such Disposition on a Pro Forma Basisshall be reduced accordingly.

Dispositions. Make any Disposition other than an Excluded Disposition unless (ia) at least 75% of the consideration paid in connection therewith shall be in cash or Cash Equivalents paid Equivalents, such payment to be contemporaneous with consummation of the transaction such transaction, and the total consideration shall be in an amount not less than the fair market value of the property Property disposed of, (iib) if such transaction is not a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iiic) such transaction does not involve the sale or other disposition of a minority equity interest in any SubsidiaryConsolidated Party, (ivd) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (ve) the aggregate fair market value of all operating assets sold or otherwise disposed of in such transactions after the Closing Date shall not exceed (1) in respect of any single Disposition, $10,000,000, and with respect to all such Dispositions in any fiscal year, $20,000,000, (f) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, later than five (vi5) no Business Days prior to any such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on certificate of a Responsible Officer of the prospective General Partner specifying the anticipated date of such Disposition, confirming briefly describing the assets to be sold or otherwise disposed of and setting forth the fair market value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such Disposition, (g) the Loan Parties shall, within the Application Period, apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Disposition to (i) make Eligible Reinvestments or (ii) prepay the Loans (and Cash Collateralize Credit-Linked L/C Obligations), in each case in accordance with the terms of Section 2.04(b)(iii)(A), and (h) the Loan Parties shall, pending final pending final application of the Net Cash Proceeds of any Disposition of Priority Collateral to Eligible Reinvestments, deposit such proceeds (in excess of amounts already applied toward Eligible Reinvestments) in the PP&E Proceeds Account. Notwithstanding any other provision of this Agreement to the contrary, the Loan Parties shall not sell, lease, license, transfer or otherwise dispose of (i) any Refinery Property as a whole or (ii) any Material Operating Unit (it being understood that this sentence shall not prohibit the sale, lease, license, transfer or other disposition, in accordance with the foregoing conditions set forth above and demonstrating compliance with provisions of this Section 8.05, of any operating unit that is at any time a Material Operating Unit but that is subsequently (i) deemed by the financial covenants set forth in Section 8.11 as management of the end Consolidated Parties to no longer be a Material Operating Unit and (ii) decommissioned or idled and is no longer used in the business of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma BasisConsolidated Parties).

Dispositions. Make any Disposition unless 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 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 (i) at least 75% such property is exchanged for credit against the purchase price of the consideration paid in connection therewith shall be cash similar replacement property or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such transaction property is a Sale Guarantor, the transferee thereof must either be the Borrower or a Guarantor; (e) Dispositions permitted by Section 7.04; (f) Dispositions by the Borrower and Leaseback Transaction, such transaction is its Subsidiaries not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.057.05; provided that (i) at the time of such Disposition, (v) no Default or Event of Default shall exist immediately before or would result from such Disposition, (ii) immediately after giving effect thereto on a Pro Forma Basis, (vi) no to such Disposition, together the Borrower and its Subsidiaries are in pro forma compliance with all other Dispositions in of the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Agents and the Lenders pursuant to Section 6.01(a) or 6.01(b) as though such Disposition had been consummated as of the end first day of the fiscal period of covered thereby and (iii) until the four fiscal quarters most recently ended Term Loan has been repaid in full, the purchase price for which such asset to be paid to the Borrower has delivered financial statements or such Subsidiary is at least 80% cash; (g) the limited recourse sale of accounts receivable and related assets in connection with the securitization of accounts receivable or similar rights to payment, which sale is non-recourse to the extent customary in securitizations and consistent with past practice and which is, to the extent entered into after the Documentation Closing Date, upon terms and conditions reasonably satisfactory to the Co-Administrative Agents (the "Receivables Facility"); (h) Dispositions of cash or Cash Equivalents for purposes not otherwise prohibited under this Agreement or under any other Loan Document; (i) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction that would be permitted under the provisions of Section 7.05(f); and (j) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 of property acquired pursuant to Section 7.01(athe Acquisition; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (bii) immediately after giving effect to such Disposition, the Borrower and its Subsidiaries are in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information 71 most recently delivered to the Agents and the Lenders pursuant to Section 6.01(a) or 6.01(b) as though such Disposition on a Pro Forma Basis.had been consummated as of the first day of the fiscal period covered thereby and (iii) until the Term Loan has been repaid in full, the purchase price for such asset to be paid to the Borrower or such Subsidiary is at least 80% cash; provided, however, that any Disposition pursuant to Section 7.05(a) through Section 7.05(h) or Section 7.05(j) shall be for fair market value. 7.06

Dispositions. Make If Borrower or any Disposition unless (i) at least 75of its Restricted Subsidiaries receive Net Proceeds of any Prepayment Disposition, Borrower shall prepay on or prior to the date which is five Business Days after the date of receipt of such Net Proceeds, an aggregate principal amount of Loans equal to 100% of all Net Proceeds received; provided, that with respect to any Net Proceeds received with respect to any Prepayment Disposition, at the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation option of the transaction Borrower and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) so long as no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, have occurred and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodbe continuing, the Borrower shall may reinvest all or any portion of such Net Proceeds in acquisitions of, or investments in, assets useful for its business within (x) 12 months following receipt of such Net Proceeds or (y) if Borrower enters into a legally binding commitment to reinvest such Net Proceeds within 12 months following receipt thereof, within 180 days after entry into such commitment, and provided, further, that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, or have delivered to not been reinvested within the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions time period set forth above and demonstrating compliance with the financial covenants above, an amount equal to any such Net Proceeds shall be applied as set forth in the first sentence of this Section 8.11 as 2.11(b)(ii) within five Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Loans as set forth in this Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis2.11.

Dispositions. Make Upon the occurrence of any Disposition unless (including any Disposition of any Borrowing Base Oil and Gas Properties) or any Recovery Event (except (A) Dispositions pursuant to Section 7.05(a), (c) or (d) and (B) with respect to Net Cash Proceeds received with respect to (i) at least 75% Dispositions in an aggregate amount not to exceed $1,500,000 during any fiscal year or (ii) a Recovery Event, in each case in which such Net Cash Proceeds are utilized in order to replace or repair the assets of the consideration paid Borrower or any Subsidiary that are the subject of such Disposition or Recovery Event (or, in the case of a Recovery Event, are utilized by the Borrower or the applicable Subsidiary to reimburse itself for expenditures previously made in order to replace or repair such assets in an aggregate amount not to exceed $4,000,000 during any fiscal year)), then on the date of receipt by the Borrower or the applicable Subsidiary of the Net Cash Proceeds related thereto, the Loans shall immediately be prepaid in accordance with Section 2.05(b)(viii) by an amount equal to the amount of such Net Cash Proceeds minus the amount of any mandatory prepayment made pursuant to Section 2.05(b)(i) in connection therewith shall be cash with such Disposition or Recovery Event. Notwithstanding the foregoing, the Borrower may retain Net Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be Proceeds in an amount not less than to exceed $100,000 in the fair market value aggregate for Dispositions made by the Borrower or its Subsidiaries during any fiscal year. For purposes of calculating the property disposed of, (ii) if such transaction is Net Cash Proceeds received from a Sale and Leaseback TransactionDisposition or from a Recovery Event, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default proceeds shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 be determined as of the end date of the period applicable Disposition or Recovery Event, whether or not received on such date, but no such amount shall be required to be applied to prepayment of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements Loans pursuant to this Section 7.01(a) or (b) after giving effect until received by the applicable Person. The provisions of this Section do not constitute consent to such the consummation of any Disposition on a Pro Forma Basisnot otherwise permitted by Section 7.05.

Dispositions. Make Within 3 Business Days of the date of receipt by any Loan Party of the Net Cash Proceeds of Disposition unless by any Loan Party of assets (excluding Dispositions which are permitted under clauses (a), (b), (d), (f), (g), (i), (j) at least 75% or (k) of Section 6.5), Borrowers shall prepay, subject to the terms of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation Intercreditor Agreement, the outstanding principal amount of the transaction and the total consideration shall be Obligations in accordance with Section 2.4(f)(ii) in an amount not less than the fair market value equal to 100% of the property disposed ofsuch Net Cash Proceeds received by such Loan Party in connection with such Dispositions; provided, (ii) if such transaction is a Sale and Leaseback Transactionthat so long as no Triggering Event has occurred, such transaction is not prohibited hereunder, (iii) such transaction does not involve prepayment obligations shall only apply to the sale or other disposition extent the aggregate amount of a minority equity interest Net Cash Proceeds from all Dispositions by the Loan Parties and all Extraordinary Receipts received by the Loan Parties exceeds $5,000,000 in any Subsidiaryfiscal year; provided, further, that, so long as (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 8.05, (vA) no Default or Event of Default shall exist immediately before have occurred and is continuing or immediately after giving effect thereto on a Pro Forma Basiswould result therefrom, (viB) no Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such Disposition, together with all 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 Dispositions assets useful in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month periodLoan Parties, (viiC) no such Disposition, together with all other Dispositions the monies are held in the most recent trailing twelvea Deposit Account in which Agent has a perfected first-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basispriority security interest, and (viiiD) the Loan Parties complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies (or 270 days if a commitment to reinvest is entered into within 180 days after such receipt), then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the case business of the Loan Parties unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, however, that the Loan Parties shall not have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $20,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrowers or any of their Material Subsidiaries to sell or otherwise dispose of any Disposition, or series of related Dispositions, of property or business units generating more assets other than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered in accordance with Section 6.5. Notwithstanding anything to the Administrative Agent a Pro Forma Compliance Certificate providing details on contrary herein, no such prepayment shall be required pursuant to this clause (ii) to the prospective Dispositionextent the applicable Net Cash Proceeds constitute proceeds of the Term B Priority Collateral, confirming Borrowers are required to prepay the foregoing conditions set forth above Term Loan Indebtedness with such Net Cash Proceeds and demonstrating compliance Borrowers prepay such Term Loan Indebtedness with such Net Cash Proceeds in accordance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma BasisTerm Loan Indebtedness Documents.

Dispositions. Make Borrower will not sell, lease, assign, transfer, or otherwise dispose of any Disposition unless of its assets, nor permit any of its Subsidiaries (other than the Partnerships) to do so with any of their respective assets, except (subject to the mandatory prepayments required by Section 2.05(b) (a) inter-Company transfers to Borrower or any Guarantor from any other Subsidiary, or between Borrower and a Guarantor or between Guarantors, (b) dispositions of assets, other than lithotripters and inventory, in the ordinary course of business for consideration of up to an aggregate amount of $1,000,000 from the Closing Date, (and the Administrative Agent agrees to execute and deliver releases of Liens in connection with such dispositions), (c) dispositions of any tangible assets that are worn or obsolete, (d) transfers by Borrower or by any Subsidiary of interests in Partnerships, so long as the aggregate EBITDA Transfer for all Restricted Transfers does not exceed the lesser of: (i) at least 75% ten percent (10%) of Borrower's EBITDA for the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction most recently ended four fiscal quarters, and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale $6,500,000 from the Closing Date and Leaseback Transactionthereafter; and (e) any Lasik Divestiture, such transaction is not prohibited hereunderprovided that, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (vi) no Default or Event of Default shall exist immediately before exists prior to or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition Lasik Divestiture, and (ii) the net cash proceeds of such Lasik Divestiture are used to prepay the Loans. "EBITDA Transfer" with respect to any Partnership interests in any Partnership transferred by Borrower or any Subsidiary shall equal the EBITDA generated by such Partnership interests for the last four fiscal quarters prior to the date of such transfer of each such Partnership interest. A "Restricted Transfer" shall be any transfer or series of related transfers of Partnership interests in any one Partnership by Borrower or any Subsidiary in any 90 day period, in which the EBITDA Transfer equals or exceeds $250,000. In the case of any transfers pursuant to paragraph (f), after giving effect to such transfers, a Company must Control such Partnership. Administrative Agent is authorized to release any liens on a Pro Forma Basissuch Partnership interests transferred pursuant to this Section 8.05, as further set forth in Section 4.3.

Dispositions. Make Not, and not permit any other Loan Party to, make any Disposition unless or enter into any agreement to make any Disposition, except: Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; Dispositions of inventory in the ordinary course of business; Dispositions of equipment or real property to the extent that (i) at least 75% 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; Dispositions of property by the Company to any Guarantor or by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Company or a Guarantor; Dispositions permitted by Section 11.5; non-exclusive licenses of intellectual property rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; the sale of assets pursuant to the Sale-Leaseback Transaction; sales or Dispositions of assets under the Receivable Sale Agreement, so long as the aggregate book value of assets subject to the terms of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation Receivable Sale Agreement does not exceed (i) $90,000,000 at any time prior to the end of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of2005 Fiscal Year, (ii) if such transaction is a Sale $75,000,000 at any time from and Leaseback Transaction, such transaction is not prohibited hereunderincluding the end of the 2005 Fiscal Year to but excluding the end of the 2006 Fiscal Year, (iii) such transaction does not involve $60,000,000 at any time from and including the sale or other disposition end of a minority equity interest in any Subsidiarythe 2006 Fiscal Year to but excluding the end of the 2007 Fiscal Year, (iv) such transaction does $45,000,000 at any time from and including the end of the 2007 Fiscal Year to but excluding the end of the 2008 Fiscal Year, (v) $30,000,000 at any time from and including the end of the 2008 Fiscal Year to but excluding the end of the 2009 Fiscal Year, or (vi) $15,000,000 at any time thereafter; and Dispositions by the Company and its Subsidiaries 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 8.0511.3; provided that (i) at the time of such Disposition, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on a Pro Forma Basis, this clause (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20shall not exceed 10% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as consolidated assets of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements Company and its Subsidiaries. provided that any Disposition pursuant to Section 7.01(aclauses (a) or through (bi) after giving effect to such Disposition on a Pro Forma Basisshall be for fair market value.

Dispositions. Make If, at any time or from time to time, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any Disposition unless (other than any Disposition permitted under clauses (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of), (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05), (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, and (vi) no such Dispositionof Section 8.05(c) hereof, together with all other Dispositions in the most recent trailing twelve-month periodbut, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Dispositionsaid clause (ii), only to the extent such Net Proceeds are applied (or series are committed to be applied) by the Borrower or such Subsidiary within 90 days of related Dispositionssuch Disposition to purchase like Property to be used in the ordinary course of its business), the Borrower shall, within 240 days after receipt of property or business units generating more than $10 million of Consolidated EBITDA for such Net Proceeds (subject to the most recent trailing twelve-month periodproviso below, if such proceeds have not been applied by such 240th day, then on such 240th day) unless the Borrower shall have delivered used all or a portion of such proceeds to consummate an Acquisition, apply or cause to be applied (as provided in Section 2.09(f) hereof) to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as prepayment of principal of the end Loans an amount equal to the lesser of (i) the amount of such Net Proceeds or (ii) the amount thereof remaining after the consummation of such Acquisition; PROVIDED that if on such 240th day such proceeds have not been so used but the Borrower or any of its Subsidiaries shall have entered into an agreement with respect to an Acquisition, then, within 90 days thereafter, the Borrower or such Subsidiary may use all or a portion of such Net Proceeds (but not in excess of the period aggregate amount of all cash consideration and all cash costs and expenses in respect of such Acquisition) to consummate such Acquisition, and any portion of such Net Proceeds not so used shall be applied to prepay the Loans as provided herein; and, PROVIDED FURTHER that the Borrower shall have no obligations to make any such application in respect of the four fiscal quarters most recently ended for Net Proceeds received in respect of any single Disposition unless and until the aggregate amount of all Net Proceeds received in respect of all Dispositions effected on and after the Effective Date exceeds $2,000,000, in which case an amount equal to the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to amount of such Disposition on a Pro Forma Basis.excess shall be so applied. CREDIT AGREEMENT ---------------- -45-

Dispositions. Make If on any date Holdings or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition unless (iother than Dispositions permitted under any of subsections (a) at least 75through (m) of Section 7.05) or Recovery Event, the Borrower shall, on the next Business Day following such date, prepay the Loans and/or Cash Collateralize the L/C Obligations in accordance with Section 2.05(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 consideration paid in connection therewith shall be cash Net Cash Proceeds from such event (or a portion thereof) within 360 days after receipt of such Net Cash Equivalents paid contemporaneous with consummation of the transaction Proceeds and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is at a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) time when no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basishas occurred and is continuing, to acquire assets (viexcluding goodwill) no such Disposition, together with all other Dispositions to be used in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, Holdings and its Subsidiaries (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, provided that the Borrower shall have has delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Dispositionnext 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 at the time of such receipt), confirming then no prepayment shall be required pursuant to this paragraph in respect of the foregoing conditions set forth above and demonstrating compliance with Net Cash Proceeds in respect of such event (or the financial covenants set forth portion of such Net Cash Proceeds specified in Section 8.11 as such certificate, if applicable) except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of the period of the four fiscal quarters most recently ended for such 360-day period, at which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect time a prepayment shall be required in an amount equal to such Disposition on a Pro Forma BasisNet Cash Proceeds that have not been so applied.

Dispositions. Make If the Parent or any Disposition unless of its Restricted Subsidiaries Disposes of any property under Sections 8.05(c), (ie), (f) at least 75or (g) which results in the receipt by the Parent and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $10,000,000 in any fiscal year, the Borrowers shall prepay an aggregate principal amount of Term Loans equal to 100% of the consideration paid such Net Cash Proceeds within five (5) Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, clause (vii) no such Dispositionbelow); provided, together however, that, with all other Dispositions respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(iv), at the most recent trailing twelve-month period, will result in Consolidated EBITDA election of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and Company (viii) in as notified by the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered Company to the Administrative Agent a Pro Forma Compliance Certificate providing details on promptly after the prospective Dispositiondate of the receipt of such Net Cash Proceeds), confirming the foregoing conditions set forth above Parent or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets within three hundred and demonstrating compliance with sixty-five (365) days following receipt of such Net Cash Proceeds (or, if the financial covenants Parent or the relevant Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 8.11 as 2.05(b)(iv). Notwithstanding the foregoing, if at the time that any prepayment would be required under this Section 2.05(b)(iv), the Company is required to offer to repurchase Permitted First Priority Refinancing Debt or any Permitted Refinancing of any such Indebtedness (to the extent secured by Liens on all or a portion of the end Collateral on a pari passu basis with the liens securing the Facilities (other than the Term A-1 Loans, the Term A-2 Loans and the Term B-2 Loans, or any Refinancing Term Loans, Extended Term Loans or Replacement Term Loans incurred by any Designated Borrower with respect thereto)), in each case pursuant to the terms of the period documentation governing such Indebtedness with the net proceeds of any such Disposition of, or with respect to, any property or assets constituting Collateral (such Permitted First Priority Refinancing Debt (and such Permitted Refinancing of any such Indebtedness) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers may apply such net proceeds on a pro rata basis (determined on the basis of the four fiscal quarters most recently ended for which aggregate outstanding principal amount of the Borrower has delivered financial statements Term Loans and Other Applicable Indebtedness at such time; 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 Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 7.01(a2.05(b)(iv) or (b) after giving effect to such Disposition on a Pro Forma Basisshall be reduced accordingly.

Dispositions. Make (a) No Loan Party shall, nor shall it permit any Disposition unless Restricted Subsidiary to, directly or indirectly, make any Disposition, other than as set forth in subsection (ic), unless: (1) Holdings or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined in good faith by Holdings on the date of contractually agreeing to such Disposition) of the assets subject to such Disposition; and (2) at least 75% of the consideration paid received by Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”). (b) For the purposes of this Section 7.05, the following are deemed to be Cash Consideration: (1) any liabilities (as reflected on the Consolidated Group’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Consolidated Group’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by Holdings) of Holdings or such Restricted Subsidiary (other than contingent liabilities) that are assumed by the transferee of any such assets (or are otherwise extinguished in connection therewith shall be with the transactions relating to such Disposition); (2) any securities, notes or other obligations received by Holdings or any Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents paid contemporaneous with consummation cash equivalents within 180 days after such Disposition, to the extent of the transaction cash and cash equivalents received in that conversion; and (3) any Designated Non-cash Consideration received by Holdings or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause that has at that time not been converted into cash or a cash equivalent, not to exceed the total consideration shall be in an amount not less than greater of $100.0 million and 5.0% of Consolidated Net Tangible Assets (with the fair market value of each item of Designated Non-cash Consideration being measured at the property disposed of, (ii) if such transaction is a Sale time received and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month period, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after without giving effect to such Disposition on a Pro Forma Basis.subsequent changes in value). 97 Xxxxx Xxxxxx Amended and Restated Credit and Guaranty Agreement NYDOCS03/1067767.15

Dispositions. Make If the Borrower or any of its Subsidiaries makes any Disposition unless (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, and (viii) in the case of any Disposition, or series of related DispositionsDispositions pursuant to Section 7.5(h), (l) or (t) which results in the realization or receipt by any Group Member of property or business units generating more Net Cash Proceeds in an aggregate amount for all such transactions in excess of $5,000,000 in any fiscal year, then (x) the Borrower shall promptly, and in any event not later than $10 million five Business Days after receipt of Consolidated EBITDA for such Net Cash Proceeds, notify the most recent trailing twelve-month periodAdministrative Agent of such Disposition (including the amount of Net Cash Proceeds to be received thereof) and (y) promptly upon receipt by such Group Member of such Net Cash Proceeds of such Disposition, the Borrower shall have delivered apply an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds (in the amount of such excess) less any amount that such Group Member plans to reinvest as permitted pursuant to the subsequent sentence to prepay the Term Loans and the installments thereof on a pro rata basis. With respect to any Net Cash Proceeds received with respect to any such Disposition, at the option of the Borrower, upon notice to the Administrative Agent Agent, any Group Member may reinvest all or any portion of such Net Cash Proceeds in assets used or useful for its business within 12 months following receipt of such Net Cash Proceeds (or 18 months following the receipt thereof if the Borrower enters into a Pro Forma Compliance Certificate providing details on legally binding commitment to invest such Net Cash Proceeds within 12 months after the prospective Dispositionreceipt thereof); provided that, confirming if any Net Cash Proceeds (i) are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five Business Days after the foregoing conditions set forth above and demonstrating compliance with Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the financial covenants set forth prepayment of installments due in Section 8.11 as respect of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Disposition Term Loans on a Pro Forma Basispro rata basis and in accordance with Section 2.3 and 2.16(b) and (ii) are received by a Loan Party in respect of a Disposition of Collateral, if a reinvestment election is made, such Net Cash Proceeds must be reinvested in assets constituting Collateral owned by a Loan Party, as applicable.

Dispositions. Make If Borrower or any Disposition unless (i) at least 75of its Restricted Subsidiaries receive Net Proceeds of any Prepayment Disposition, Borrower shall prepay on or prior to the date which is five Business Days after the date of receipt of such Net Proceeds, an aggregate principal amount of Loans equal to 100% of all Net Proceeds received; provided, that with respect to any Net Proceeds received with respect to any Prepayment Disposition, at the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation option of the transaction Borrower and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest in any 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 8.05, (v) so long as no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, have occurred and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodbe continuing, the Borrower shall may reinvest all or any portion of such Net Proceeds in acquisitions of, or investments in, assets useful for its business within (x) 12 months following receipt of such Net Proceeds or (y) if Borrower enters into a legally binding commitment to reinvest such Net Proceeds within 12 months following receipt thereof, within 180 days after entry into such commitment, and provided, further, that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, or have delivered to not been reinvested within the Administrative Agent a Pro Forma Compliance Certificate providing details on the prospective Disposition, confirming the foregoing conditions time period set forth above and demonstrating compliance with the financial covenants above, an amount equal to any such Net Proceeds shall be applied as set forth in the first sentence of this Section 8.11 as 2.11(b)(ii) within five Business Days after the Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Loans as set forth in this Section 7.01(a) or 2.11. (b) after giving effect to such Disposition on a Pro Forma Basis.iii)

Dispositions. Make Within ten (10) Business Days of the date of receipt by any Obligor or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary Asset Disposition unless (except (i) at least 75% of the consideration paid first $50,000,000 thereof received in connection therewith shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction any Fiscal Year and the total consideration shall be in an amount not less than the fair market value of the property disposed of, (ii) if subject to the application of any Net Cash Proceeds of any Disposition of Miner Collateral pursuant to the terms of the New Miner Equipment Intercreditor Agreement), Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 100% of such transaction is a Sale and Leaseback TransactionNet Cash Proceeds received by such Person in connection with such Asset Disposition; provided, that, such transaction is not prohibited hereunder, (iii) Obligor shall be permitted to elect to exercise an option to apply 50% of such transaction does not involve Net Cash Proceeds to finance the costs of replacing the assets that are the subject of such sale or Disposition, or to finance the costs of the purchase or construction of other disposition assets used or useful in the business of a minority equity interest in any such Obligor or such Subsidiary, in each case, so long as (ivA) as of the time of, and after giving pro forma effect to the application of 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 Net Cash Proceeds in a transaction otherwise permitted under this Section 8.05such manner, (v) no Default or Event of Default shall exist immediately before have occurred or immediately after giving effect thereto on a Pro Forma Basisshall be continuing or would result therefrom, (viB) no within five (5) Business Days of such Asset Disposition, together with all other Dispositions in Borrower shall have given the most recent trailing twelve-month period, will involve property or business units generating more than 20% Administrative Agent written notice of Consolidated EBITDA for the most recent trailing twelve-month periodBorrower’s intention to exercise its option to apply such Net Cash Proceeds as described herein, (viiC) no Cash in an amount equal to such DispositionNet Cash Proceeds shall have been deposited into, together with all other Dispositions and shall be held pending such designated application in, a Deposit Account in which the most recent trailing twelveCollateral Agent has a perfected first-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basispriority security interest, and (viiiD) in the case of any Dispositionsuch Obligor or its Subsidiary, as applicable, shall complete such replacement, purchase, or series construction within 270 days after the initial receipt of related Dispositionssuch Net Cash Proceeds (and an additional ninety-five (95) day extension if a written commitment to reinvest has been entered into prior to the lapse of such 270 day period); provided, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodfurther, the Borrower that, if such applicable period shall have delivered expired without such replacement, purchase, or construction being made or completed, any amounts not applied as so designated shall promptly be paid to the Administrative Agent a Pro Forma Compliance Certificate providing details on for application by Administrative Agent to repay the prospective Disposition, confirming the foregoing conditions set forth above and demonstrating compliance Loans in accordance with the financial covenants set forth Section 5.6.1. Nothing contained in this Section 8.11 as 5.3.2 shall permit any Obligor or any of the end its Subsidiaries to sell or otherwise dispose of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to any assets other than in accordance with Section 7.01(a) or (b) after giving effect to such Disposition on a Pro Forma Basis10.2.5.

Dispositions. Make If the Borrower or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition unless of any property permitted by Sections 7.05(a) through (i)) at least 75which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of the consideration paid in connection therewith shall be cash or such Net Cash Equivalents paid contemporaneous with consummation of the transaction and the total consideration shall be in an amount Proceeds not less later than the fair market value of the property disposed of, fifth Business Day following receipt thereof by such Person (such prepayments to be applied as set forth in clause (ii) if such transaction is below); provided, however, that, with respect to any Net Cash Proceeds realized under a Sale and Leaseback Transaction, such transaction is not prohibited hereunder, (iii) such transaction does not involve the sale or other disposition of a minority equity interest Disposition described in any 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 8.052.04(b)(i), at the election of the Borrower (v) as notified by the Borrower to the Administrative Agent not later than the fifth Business Day following receipt of such Net Cash Proceeds), and so long as no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (vi) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will involve property or business units generating more than 20% of Consolidated EBITDA for the most recent trailing twelve-month period, (vii) no such Disposition, together with all other Dispositions in the most recent trailing twelve-month period, will result in Consolidated EBITDA of less than $100 million for the most recent trailing twelve-month period after giving effect thereto on a Pro Forma Basis, have occurred and (viii) in the case of any Disposition, or series of related Dispositions, of property or business units generating more than $10 million of Consolidated EBITDA for the most recent trailing twelve-month periodbe continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower or any Restricted Subsidiary so long as (A) within 365 days after the receipt of such Net Cash Proceeds, such Net Cash Proceeds shall have delivered been so reinvested or a definitive agreement for such reinvestment shall have been entered into (as certified by the Borrower in writing to the Administrative Agent a Pro Forma Compliance Certificate providing details on Agent) and (B) within 180 days after the prospective Dispositionexecution of such definitive agreement, confirming such reinvestment shall have been consummated (as certified by the foregoing conditions set forth above Borrower in writing to the Administrative Agent); and demonstrating compliance with provided further, however, that any such Net Cash Proceeds not so reinvested or subject to such definitive agreement shall be immediately applied to the financial covenants prepayment of the Loans as set forth in this Section 8.11 as 2.04(b)(i). Notwithstanding the foregoing, in no event shall any prepayment be required under this Section 2.04(b)(i) in respect of a Disposition of property by the end of Company or any other Restricted Subsidiary to the period of extent the four fiscal quarters most recently ended for which Company or such Restricted Subsidiary is prohibited from distributing to the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect an amount equal to such Disposition on a Pro Forma Basisprepayment by the terms of any Material Indebtedness Agreement.