Common use of Dispositions Clause in Contracts

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefrom, upon the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof shall not constitute a Material Adverse Effect.

Dispositions. Make Within 1 Business Day of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $250,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Promptly, and in no event later than three Business Days of the date of receipt by any Disposition unless Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (p) of the transaction and 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 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of all 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 Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof 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 2.4(e)(i) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Promptly, and in no event later than three Business Days of the date of receipt by any Disposition unless Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (p) of the transaction and definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of all 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 Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(i); provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof 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 2.4(e)(i) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within three Business Days of the transaction date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions (other than under clauses (g), (h), (q) or (v) of the 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingdispositions; provided, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement, exchangesubstitution or restoration of the properties or assets that are the subject of such sale or disposition or casualty loss or condemnation, transfer or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries (in any case, other than current assets except to the extent the assets subject to the applicable Disposition were current assets), (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority (subject to Permitted Liens to the extent any such Liens would have priority over the Agent's Liens pursuant to any applicable law or an agreement expressly permitted hereunder to have such senior priority) security interest, and (D) such Loan Party or its Subsidiary, as applicable, completes such replacement, restoration, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition or casualty loss or condemnation shall have the option to apply such monies to the costs of all replacement, substitution or restoration or casualty loss or condemnation of the assets that are the subject of such sale or Capital Stock disposition or casualty loss or condemnation or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, restoration, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, restorations, purchases, or construction in excess of $5,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 5 Business Days of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Loan Party or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), or (p) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 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 in excess of $500,000, individually or in the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions aggregate, in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding given fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Loan Party or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of Irish Holdings or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by any Disposition unless Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by any Loan Party of assets (including casualty losses or condemnations, but excluding (y) sales or dispositions which qualify as Permitted Dispositions under clauses (b), (c), (d), (e), (i), (j), (k), (l), (m), (n) or (p)(x) of the definition of “Permitted Dispositions”, and (z) sales or dispositions which qualify as Permitted Dispositions under clauses (a) or (q) of the consideration paid definition of “Permitted Dispositions” (except to the extent the aggregate Net Cash Proceeds received from any sales or dispositions thereunder during any fiscal year exceed $4,000,000, in connection therewith which case such excess Net Cash Proceeds shall be cash or Cash Equivalents paid contemporaneously with consummation subject to prepayment hereunder)), Borrowers shall prepay the outstanding principal amount of the transaction and 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 (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds case of such Disposition are used within a period of 365 days following such Disposition to acquire assets Excess Casualty/Condemnation Proceeds from any casualty loss or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingcondemnation, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such Excess Casualty/Condemnation Proceeds to the salecosts of replacement or repair of the properties or assets that are the subject of such loss or condemnation, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) the applicable Loan Party completes such replacement or other disposition repair within 365 days after the initial receipt of all such monies, then the Loan Party whose assets were the subject of such loss or condemnation shall have the option to apply such Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the assets that are the subject of such loss or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement or repair being made or completed, such Loan Party in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make At any Disposition unless time upon the occurrence and during the continuation of a Cash Dominion Event, within one (1) Business Day after the date of receipt by any Loan Party of the Net Cash Proceeds (or any insurance proceeds or 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), (n), (o), (p), or (q) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions) of any voluntary or involuntary sale or disposition by such Loan Party of assets, Borrowers 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 of and such Net Cash Proceeds (bor other proceeds) the total book value of all of the assets sold received by such Person in connection with such sale or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardisposition; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and be continuing or arises would result therefrom, upon the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, (B) such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on have given Agent prior written notice of such Loan Party’s intention to apply such monies to the part costs of replacement of the Administrative Agent properties or any Lender. The Administrative Agent shall, upon assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the Loan Parties’ request Parties or their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and at (D) such Loan Party or its Subsidiaries, as applicable, either complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies or enter into a binding commitment during such 180-day period to complete such replacement, purchase or construction, then the Loan Parties’ expenseParty whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the Loan Parties and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, deliver purchase, or construction being made or completed or without a binding commitment to complete such documentation as is reasonably necessary replacement, purchase or construction being entered into, in which case, any amounts remaining in the Deposit Account referred to evidence such release in clause (C) above shall be paid to Agent and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f); provided, further, that no Loan Party shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $1,500,000 in the aggregate for such Loan Party in any given fiscal year (with such limit not applying to insurance proceeds and proceeds from casualty losses). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 5 Business Days of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including insurance proceeds from casualty losses and proceeds from condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n), (p), or (q) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent written notice prior to the saleend of such 5 Business Day period of Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) subject to, transfer in the case of Terra Mar, regulatory law and the terms of its reinsurance arrangements, the monies are held in a Deposit Account or other Securities Account in which Agent has a perfected first-priority security interest, and (D) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies (or enter into a binding contract for same within 180 days as long as such replacement, purchase, or construction occurs within 180 days after entering into such binding contract), then the Person whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition (or the costs of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of such Person) unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effectbe required to make any mandatory prepayments in any given fiscal year pursuant to this Section 2.4(e)(ii) if the Net Cash Proceeds of dispositions otherwise required to be prepaid under this Section 2.4(e)(ii) do not exceed $250,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Subject to the provisions of the Intercreditor Agreement (if it is in full force and effect), within three (3) Business Days of the date of receipt by any Credit Party or any of its Subsidiaries of the Net Proceeds in excess of $5,000,000 from any voluntary or involuntary Disposition unless by any Credit Party or any of its Subsidiaries of assets (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation and (l) of the transaction and definition of “Permitted Dispositions”, but including casualty losses or condemnations in respect thereof), the Borrower shall be prepay the outstanding principal amount of the Loans in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold or otherwise disposed of received by the Company and its Subsidiaries such Person in all connection with such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearDispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) the saleBorrower shall have given the Administrative Agent prior written notice of the Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) pending application thereof, transfer in the case of Net Proceeds resulting from the Disposition of Term Priority Collateral, the monies are held in a Term Priority Collateral Account in which the Administrative Agent has a perfected first-priority security interest (subject to Permitted Liens), and (D) the Borrower or other disposition its Subsidiaries, as applicable, complete such replacement, purchase, or construction, or enter into a binding commitment with respect to such replacement, purchase or construction, in each case within 365 days after the initial receipt of all such monies, then the Borrower shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or Capital Stock disposition, unless and to the extent that such 365-day period shall have expired without such replacement, purchase, or construction being made or completed (or, in the case of a Loan Party replacements, purchases or construction to which the Borrower and Subsidiaries have committed within such 365-day period, to the extent that such replacement, purchase or constriction shall not prohibited by this Section 8.05have been made or completed within 180 days from the end of such 365-day period), such Loan Party in which case, any Net Proceeds not so applied shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of paid to the Administrative Agent and applied to the prepayment of the Loans; provided, however, that, if at the time that any such prepayment would be required, any Credit Party is required to offer to repurchase or to prepay any Other Pari Passu Lien Obligations (or any Lender. The Administrative Agent shallPermitted Refinancing Indebtedness in respect thereof that is secured by the Collateral on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with such Net Proceeds (such Other Pari Passu Lien Obligations (or any Permitted Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased or prepaid, upon “Other Applicable Indebtedness”), then the Loan Parties’ request Borrower may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness outstanding at such time (and in the Loan Parties’ expensecase of such Other Applicable Indebtedness, deliver at a prepayment price of no more than 100% of principal amount); provided that the portion of such documentation as is reasonably necessary Net Proceeds allocated to evidence the Other Applicable Indebtedness shall not exceed the amount of such release Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and discharge. For purposes the remaining amount, if any, of clarification, such Net Proceeds shall be allocated to the release of TCM and/or TMS Loans in accordance with the terms hereof hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 5.2(a) shall not constitute a Material Adverse Effectbe reduced by the amount of such Other Applicable Indebtedness so repaid with such Net Proceeds and to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. Nothing contained in this Section 5.2(a) shall permit any Credit Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 10.4.

Dispositions. Make Within 3 Business Days of the date of receipt by Parent or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), Borrower shall be prepay the outstanding Obligations in accordance with Section 2.12(e)(ii) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Parent or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition (or within such 180 day period have entered into a binding contractual arrangement to complete such replacement, purchase, or construction, so long as such contractual arrangement is reasonably satisfactory to Agent and such replacement, purchase, or construction is completed within 270 days after the initial receipt of all such proceeds) shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or Capital Stock disposition or the cost of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of parent or its Subsidiaries (or binding contractual obligations) unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.12(e)(ii). Nothing contained in this Section 2.12(d)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make At any Disposition unless time upon the occurrence and during the continuation of a Cash Dominion Event, within one (1) Business Day of the date of receipt by any Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Loan Party 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), (n), (o), (p), or (q) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other its Subsidiaries, as applicable, either complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies or enter into a binding commitment during such 180 day period to complete such replacement, purchase or construction, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed or without a binding commitment to complete such replacement, purchase or construction being entered into, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that, no Loan Party shall have the terms hereof right to use such Net Cash Proceeds (excluding insurance proceeds and proceeds from casualty losses) to make such replacements, purchases, or construction in excess of $1,500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Subject to the Intercreditor Agreement, within 1 Business Day of the date of receipt by any Disposition unless Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by any Loan Party of assets (including casualty losses or condemnations, but excluding (y) sales or dispositions which qualify as Permitted Dispositions under clauses (b), (c), (d), (e), (i), (j), (k), (l), (m) or (n) of the definition of Permitted Dispositions, and (z) sales or dispositions which qualify as Permitted Dispositions under clauses (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (p) of the transaction and shall be in an amount not less than the fair market value definition of the Property disposed of and Permitted Dispositions (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded except to the extent the net proceeds aggregate Net Cash Proceeds received from any sales or dispositions thereunder during any fiscal year exceed $500,000, in which case such excess Net Cash Proceeds shall be subject to prepayment hereunder) other than the Parkdale JV Interests Collateral), unless otherwise requested by the Required Lenders, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f) in an amount equal to 100% of such Disposition are Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions and not used within a period of 365 days following such Disposition to acquire assets or property useful permanently prepay loans under the First Loan Credit Agreement; provided, that, in the ordinary course case of business of the Company Excess Casualty/Condemnation Proceeds from any casualty loss or its Subsidiaries. Notwithstanding the foregoingcondemnation, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such Excess Casualty/Condemnation Proceeds to the salecosts of replacement or repair of the properties or assets that are the subject of such loss or condemnation, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected security interest, transfer and (D) the applicable Loan Party completes such replacement or other disposition repair within 365 days after the initial receipt of all such monies, then the Loan Party whose assets were the subject of such loss or condemnation shall have the option to apply such Excess Casualty/Condemnation Proceeds to the costs of replacement or repair of the assets that are the subject of such loss or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement or repair being made or completed, such Loan Party in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.3(f). Nothing contained in this Section 2.3(e)(iii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by any Disposition unless Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations and sales of Eligible Real Property and Eligible Equipment, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent prior written notice of such Borrower's intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof 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 not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless Disposition, except, so long as no Default or Event of Default shall have occurred and be continuing both immediately prior to and after giving effect to such Disposition, (a) Permitted Licenses and dispositions of Inventory and Clinical Trial Material to licensees in connection with, and pursuant to reasonable and customary terms of, a Permitted License (provided that such dispositions shall be limited to Inventory and Clinical Trial Material related to the Product that is the subject of such Permitted License), (b) other Dispositions to the extent, in the case of this clause (b), (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the Property property disposed of, (ii) such Disposition does not involve the sale, lease, license, transfer or other disposition of the Equity Interests in any Subsidiary, any Products and/or any IP Rights, and (biii) the total book aggregate fair market value of all of the assets sold or otherwise disposed of in such Disposition together with the aggregate fair market value of all assets sold or otherwise disposed of by the Company Borrower and its Subsidiaries in all such transactions in any does not exceed $[***] per fiscal year of the Company represent less than fifteen percent Borrower, and (15%c) of Consolidated Total Assets determined as asset sales of the last day Specified Products to any Person that is not an Affiliate of the immediately preceding fiscal year; provided thatany Loan Party, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets Subsidiary or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefrom, upon the sale, exchange, transfer or other disposition of all of the assets or Capital Stock Affiliate of a Loan Party not prohibited by or Subsidiary (excluding, for the avoidance of doubt, the Disposition of any Equity Interests of a Subsidiary), to the extent, in the case of this Section 8.05clause (c), such Loan Party that, the consideration paid in connection therewith shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on cash paid contemporaneously with the part consummation of the Administrative Agent transaction and shall be in an amount not less than the fair market value of the property disposed; provided, however, that this clause (c) shall not include any Disposition in the form of a separate license, sale, transfer or financing of a right to receive any sales or revenue with respect to a Specified Product (or any Lender. The Administrative Agent shallIP Rights related to a Specified Product); provided further that, upon for the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes avoidance of clarificationdoubt, the release of TCM and/or TMS in accordance with foregoing proviso shall not restrict any Permitted License or Other Royalty Financing otherwise separately permitted pursuant to the terms hereof shall not constitute a Material Adverse Effectof this Agreement.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 1 Business Day of the transaction and date of receipt by Borrower or any other Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any other Loan Party which qualifies as a Permitted Disposition under clause (q) of the 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 of and (b) the total book value of all of the assets sold such Net Cash Proceeds received by such Person in connection with such sale or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardisposition; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower's intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or the other Loan Parties, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or the other Loan Parties, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f); provided further, that no payment shall be required under this Section 2.4(e)(ii) unless the terms hereof aggregate Net Cash Proceeds required to be paid, after giving effect to the previous proviso of this Section 2.4(e)(ii) equal or exceed $6,000,000 in any fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless Within one (a1) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Business Day of the transaction and shall be in an amount not less than the fair market value date of receipt by any Loan Party or any of its Subsidiaries of the Property disposed Net Cash Proceeds of and (b) the total book value any voluntary or involuntary sale or disposition of all assets of the assets sold any Loan Party or otherwise disposed any of by the Company and its Subsidiaries (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in all such transactions lieu thereof, in each case, in excess of $250,000 in any fiscal year of the Company represent less than fifteen percent Parent, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided thata), in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing(b), the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors(c), Inc. (“TCM”) and/or Teledyne Mattituck Servicesd), Inc. (“TMS”) includinge), without limitation(f), any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets ), (j), (k), (l), (m), (n), or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2o) of the Note Purchase Agreement. Provided definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such Net Cash Proceeds received by such Person in connection with such sales or dispositions; provided, that so long as (A) no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $1,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(iii) shall not constitute a Material Adverse Effectpermit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by Parent or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) or Section 2.4(f)(iii), as applicable, in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Administrative Borrower shall have given Agent prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries including, exchangefor the avoidance of doubt, transfer Permitted Acquisitions, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Parent or other its Subsidiary, as applicable, complete such replacement, purchase, or construction within 270 days after the initial receipt of such monies, then the Borrower or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of such Borrower or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii) or Section 2.4(f)(iii), as applicable; provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof 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 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 3 Business Days of the date of receipt by Parent or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), Borrower shall be prepay the outstanding Obligations in accordance with Section 2.12(e)(ii) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Parent or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition (or within such 180 day period have entered into a binding contractual arrangement to complete such replacement, purchase, or construction, so long as such contractual arrangement is reasonably satisfactory to Agent and such replacement, purchase, or construction is completed within 270 days after the initial receipt of all such proceeds) shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or Capital Stock disposition or the cost of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of parentParent or its Subsidiaries (or binding contractual obligations) unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.12(e)(ii). Nothing contained in this Section 2.12(d)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by any Disposition unless Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Loan Party 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) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, (B) such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on have given Agent prior written notice of such Loan Party’s intention to apply such monies to the part costs of replacement of the Administrative properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Loan Party, complete such replacement, purchase, or any Lender. The Administrative Agent shallconstruction within 270 days after the initial receipt of such monies, upon then the Loan Parties’ request Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and at to the Loan Parties’ expenseextent that such applicable period shall have expired without such replacement, deliver such documentation as is reasonably necessary purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to evidence such release in clause (C) above shall be paid to Agent and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by any Disposition unless Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Loan Party of ABL Priority Collateral (or if the Indebtedness under the Split Lien Documents has been paid in full, in accordance with the Split Lien Intercreditor Agreement, the Collateral) (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (m) of the transaction and definition of Permitted Dispositions), Borrowers 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of such Loan Party's intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer or other and (D) such Loan Party completes such replacement within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement being made or completed, such Loan Party in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make No Loan Party shall, and no Loan Party shall permit any Disposition unless of its Subsidiaries to, convey, sell, rent, lease, sublease, mortgage, license, transfer or otherwise dispose of (collectively, “Transfer”) any of the Collateral or any Intellectual Property, except for the following (collectively, “Permitted Dispositions”): (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation sales of the transaction and shall be in an amount not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful inventory in the ordinary course of business, (b) dispositions by a Loan Party or any of its Subsidiaries of assets that are no longer used or useful in the business of the Company such Loan Party or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to and fair value so long as (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists at the time of such disposition or arises therefromwould be caused after giving effect thereto and (ii) the fair market value of all such assets disposed of does not exceed $50,000 in any calendar year, upon (c) non-exclusive and/or exclusive licenses and similar agreements providing for the saleuse and collaboration of any Loan Party’s Intellectual Property in the ordinary course of business, exchangeso long as, transfer with respect to each such license or other disposition agreement, (i) no Default or Event of all Default has occurred and is continuing at the time of such Transfer, (ii) the license constitutes an arms-length transaction in the ordinary course of business (and in the case of an exclusive license, made in connection with a bona fide corporate collaboration or arrangement in the ordinary course of business and approved by the board of directors of the assets applicable Loan Party) and the terms of which, on their face, do not provide for a sale or Capital Stock assignment of any Intellectual Property and do not restrict such Loan Party’s ability to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property, (iii) the applicable Loan Party delivers at least fifteen (15) days prior written notice and a brief summary of the terms of the license to Agent (with such updated terms as may become available during such 15 day period), (iv) the applicable Loan Party delivers to Agent copies of the final executed documents in connection with such arrangement promptly (and in any event within 5 days) of the later of the consummation thereof or the filing with the SEC (provided, that if such documents are filed with the SEC, the Loan Parties shall have satisfied the requirement to deliver the executed documents by providing an electronic link to the applicable SEC filing containing such documents) and (v) all royalties, milestone payments or other proceeds paid or payable to or for the benefit of a Loan Party not prohibited arising from such agreement or arrangement are paid to a deposit account that is governed by this Section 8.05an Account Control Agreement, and (d) sales of equipment that has been acquired by a Loan Party solely for the purpose of a sale-leaseback transaction so long as such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part has entered into such sale-leaseback transaction within 180 days of the Administrative Agent or any Lender. The Administrative Agent shall, upon original acquisition of such equipment and the equipment is sold by such Loan Parties’ request and at the Party for not less than 100% of its original cost to such Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof shall not constitute a Material Adverse EffectParty.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 2 Business Days of the transaction date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale, disposition, or loss by such Borrower or any of its Subsidiaries of assets (including casualty losses, proceeds of insurance, and condemnations but excluding sales or dispositions under clauses (a)(i) and (a)(iii), (b), (c), (d), (i), (j), (m), or (n) of the definition of Permitted Dispositions), subject to the Financing Order, Borrowers 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries and certifies that the conditions set forth in this Section 2.4(e)(ii) have been met, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f). Nothing contained in this Section 2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. Furthermore, nothing in this Section 2.4(e)(ii) shall permit any Borrower or any of its Subsidiaries to apply the terms hereof shall not constitute a Material Adverse EffectNet Cash Proceeds to the Senior Note Indebtedness or the Term Debt.

Dispositions. Make Within 1 Business Day of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds in excess of $500,000 from any voluntary or involuntary sale or disposition by any Loan Party or any of its Subsidiaries of assets (excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation and (l) of the transaction and definition of Permitted Dispositions and, to the extent that a Dominion Period is not then in effect, clause (f) of the definition of Permitted Disposition, but including casualty losses or condemnations), such 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrowers or other their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii); provided, however, that Borrowers and their Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $750,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. For clarity, in the event that Borrowers at any time elect to apply the Net Cash Proceeds described in this Section 2.4(e)(ii) to prepay the Obligations, the reinvestment requirements described herein shall cease to be applicable to Borrowers and their Subsidiaries without regard to whether such amounts are subsequently reborrowed.

Dispositions. Make Within one Business Day of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n), or (o) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingdispositions; provided, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”A) and/or Teledyne Mattituck Services, Inc. so long as (“TMS”1) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (2) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (4) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (3) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Subsidiaries shall have the terms hereof shall not constitute a Material Adverse Effect.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; and 67 125672876_9

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) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that so long as (A) no Default under Section 8.1 or 8.4 shall have occurred and is continuing and no Event of Default shall have occurred and is continuing, (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the fair market value costs of replacement of the Property disposed properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Restricted Subsidiaries, (C) if the aggregate amount of the Net Cash Proceeds received from one or more related sales or other dispositions equals or exceeds $20,000,000, the monies constituting such Net Cash Proceeds (as and (b) when received, but less the total book value amount of all such Net Cash Proceeds that have been previously applied to the costs of replacement of the assets sold that are the subject of such sale or otherwise disposed disposition or the cost of by purchase or construction of other assets useful in the Company business of Borrower or its Restricted Subsidiaries) are held in a cash collateral Deposit Account in which Agent has a perfected first-priority security interest, and (D) 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 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 all such transactions excess of $35,000,000 in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding given fiscal year; provided that, . Nothing contained in determining compliance with this Section 8.05 a Disposition 2.4(e)(ii) shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company permit Borrower or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition its Restricted Subsidiaries to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased sell or otherwise disposed dispose of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefrom, upon the sale, exchange, transfer or any assets other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS than in accordance with the terms hereof shall not constitute a Material Adverse Effectexpress provisions of this Agreement and the other Loan Documents.

Dispositions. Make Within 1 Business Day of the date of receipt by any Disposition unless Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of any item of Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), or (q) of the definition of Permitted Dispositions), Borrowers shall prepay (or cause to be prepaid) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation outstanding principal amount of the transaction and shall be 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Administrative Borrower shall have given Agent prior written notice of such Borrower’s or its Subsidiaries’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or, with respect to construction, such longer period as Agent may approve in writing) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof 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 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by Parent or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (p) of the transaction and definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the ABL Loans and/or the Obligations in accordance with Section 2.4(f)(i) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest (subject only to, transfer in the case of ABL Priority Collateral, the prior Lien of ABL Agent under the ABL Loan Documents), and (D) Loan Parties complete such replacement, purchase, or other construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of all such monies, then the Person whose assets were the subject of such sale or disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a purchase or construction of other assets useful in the business of the Loan Party not prohibited by this Section 8.05Parties unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative paid to Agent or any Lender. The Administrative Agent shallABL Agent, upon the Loan Parties’ request as applicable and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(i); provided, that neither Parent nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Promptly, and in any event within two (2) Business Days of receipt by the Borrower of the proceeds of any voluntary or involuntary sale or Disposition unless (a) by the consideration paid in connection therewith Borrower or any Subsidiary of assets, the Borrower shall be cash or Cash Equivalents paid contemporaneously with consummation of required to prepay the transaction and shall be Notes issued by it in an amount not less than the fair market value equal to 100% of the Property disposed of and (b) the total book value of all of the assets sold Net Cash Proceeds received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearDispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) the saleBorrower shall have given the Purchaser prior written notice of the Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or Disposition or the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, exchange(C) the monies are held in a deposit account in which the Purchaser has a perfected security interest (subject only to Permitted Liens) and (D) the Borrower or its Subsidiaries, transfer as applicable, complete such replacement, purchase, or other disposition construction within 180 days after the initial receipt of all such monies, then the Borrower whose assets were the subject of such Disposition shall have the option to apply such monies in an amount not to exceed $150,000 (with any Net Cash Proceeds in excess of $150,000 to be applied to prepay the Notes) to the costs of replacement of the assets that are the subject of such sale or Capital Stock Disposition or the costs of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of the Borrower unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the deposit account referred to in clause (C) above shall be deemed automatically immediately paid to the Purchaser and unconditionally released and discharged from all obligations hereunder without any further action required on the part applied in prepayment of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS Notes in accordance with the terms hereof shall not constitute a Material Adverse EffectSection 3.3.

Dispositions. Make Within 1 Business Day of the date of receipt by Loan Parties of the Net Cash Proceeds of any Disposition unless voluntary or involuntary sale or disposition by Loan Parties of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition that (x) no prepayment shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or due under this clause (ii) repurchase Indebtedness as required by Section 10.5(2) a result of the Note Purchase Agreement. Provided sale or disposition of any assets that do not constitute Collateral so long as no Dominion Period is in effect at the time of such sale or disposition and (y) so long as (A) no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Loan Parties complete such replacement, purchase, or other construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of all 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 Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Loan Parties to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within one Business Day of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under 70 166856726_9 clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n), or (o) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), Borrowers 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 of and such Net Cash Proceeds received by such Person in connection with such sales or dispositions; provided, that: (bA) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net that any such Net Cash Proceeds are proceeds of Third-Party Term Loan Priority Collateral, such Disposition are used within a period of 365 days following such Disposition Net Cash Proceeds shall be subject to acquire assets or property useful in the ordinary course of business payment requirements and other terms and conditions of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. Intercreditor Agreement; (“TCM”B) and/or Teledyne Mattituck Services, Inc. so long as (“TMS”1) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (2) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest (other than Liens in favor of the Third-Party Term Loan Agent and permitted pursuant to the terms of hereof and the Intercreditor Agreement), transfer and (4) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 90 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (3) above shall be deemed automatically paid to Agent and unconditionally released applied in accordance with Section 2.4(f); provided that the foregoing shall not prohibit the Agent from issuing an Activation Instruction (as defined in the Guaranty and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent Security Agreement), initiating cash dominion or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver otherwise taking remedies with respect to such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS Deposit Account in accordance with the terms hereof of the Loan Documents; provided further, that no Loan Party nor any of its Subsidiaries shall not constitute a Material Adverse Effect.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; and (C) nothing contained in this Section 2.4(e)(iii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. (iv)

Dispositions. Make Subject to the terms of the Intercreditor Agreements, within 2 Business Days of the date of receipt by Borrower or any Disposition unless of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (1), (m), (n), (s) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (t) of the transaction definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrower shall be in an prepay the outstanding principal amount not less than the fair market value of the Property disposed of and (b) Obligations to the total book value of all of extent that the assets sold Net Cash Proceeds from such sales or otherwise disposed of by dispositions exceed $5,000,000 in the Company and its Subsidiaries in aggregate for all such transactions sales and dispositions in any fiscal year in accordance with Section 2.4(f) in an amount equal to 100% of the Company represent less than fifteen percent such Net Cash Proceeds (15%including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions in excess of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearsuch amount; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

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 consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation ordinary course of the transaction and shall be in an amount not less than the fair market value of the Property disposed of and business; (b) Dispositions of inventory and other real or personal property in the total book value ordinary course of all business; (c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property or (iii) the Company or any Subsidiary determines in good faith that the failure to replace such equipment will not be detrimental to the business of Company or such Subsidiary; (d) Dispositions of assets sold and other property by any Subsidiary to the Company or otherwise disposed to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a wholly-owned Subsidiary, the transferee must be either the Company or a wholly-owned Subsidiary, and (ii) if the transferor of such property is the Company or a Subsidiary Guarantor, the transferee thereof must either be the Company or a Subsidiary Guarantor; (e) (x) Dispositions permitted by Section 8.04 and (y) Dispositions pursuant to sale and leaseback transactions to the extent not prohibited by any other Contractual Obligation; (f) Dispositions of receivables pursuant to the Permitted Trade Receivables Facilities; and (g) Dispositions by the Company and its Subsidiaries not otherwise permitted under this Section 8.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in all such transactions reliance on this clause (g) in any fiscal year of shall not exceed $100,000,000; Notwithstanding anything herein to the Company represent less than fifteen percent contrary, any Disposition pursuant to clauses (15%a) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition through (d) shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiariesfor fair market value. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefrom, upon the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof shall not constitute a Material Adverse Effect.8.06

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within one Business Day of the transaction date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under the definition of Permitted Dispositions and Net Proceeds from casualty insurance proceeds from Damaged Property as set forth in Section 2.4(g)), 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingdispositions; provided, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Lender prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Lender has a perfected first-priority security interest, transfer and (D) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Lender and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof shall not constitute a Material Adverse EffectSection 2.4(f)(ii).

Dispositions. Make any Disposition Disposition, other than any Permitted Receivables Financing, unless (aa)(i) at least 75% of the consideration (as determined at the consummation of such Disposition) paid in connection therewith shall be cash or Cash Equivalents paid substantially contemporaneously with consummation of the transaction (or, with respect to the transfer of title to an asset upon the termination of or otherwise pursuant to a lease, paid prior to the transfer of title of such asset) and shall be in an amount not less than the fair market value of the Property disposed of and or (ii) such Disposition constitutes a contribution of assets to a joint venture of the Company or any Subsidiary pursuant to an Investment permitted by this Agreement in exchange for Capital Stock in such joint venture issued prior to or substantially contemporaneously with the consummation of such contribution at a valuation of not less than the fair market value of the Property disposed of (as reasonably determined by the Company), (b) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the total terms of Section 8.15, (c) such transaction does not involve a sale or other disposition of receivables other than a sale or other disposition of (i) receivables to a Captive Insurance Subsidiary or (ii) receivables owned by or attributable to other Property concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, and (d) the aggregate net book value of all of the assets sold or otherwise disposed of by the Company Borrowers and its their Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen shall not exceed an amount equal to seven and a half percent (157.5%) of Consolidated Total Assets determined Net Worth as of the last day end of the immediately preceding fiscal year; provided thatyear (plus the amount of Non-Cash Charges for each fiscal quarter ending after the Closing Date). Upon a disposition of assets permitted by this Agreement, in determining compliance with this Section 8.05 a Disposition the Administrative Agent shall be excluded promptly deliver to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefromCompany, upon the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ Company’s request and at the Loan Parties’ Company’s expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the Administrative Agent’s release of TCM and/or TMS its security interest in accordance with the terms hereof shall not constitute a Material Adverse Effectsuch assets.

Dispositions. Make Within 2 Business Days of the date of receipt by Parent or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including insurance proceeds and proceeds from casualty losses or condemnations, but excluding proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower's intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Parent or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 365 days (270 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of all 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 Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith No Loan Party shall, and no Loan Party shall be cash permit any of its Subsidiaries to, convey, sell, rent, lease, sublease, mortgage, license, transfer or Cash Equivalents paid contemporaneously with consummation otherwise dispose of (collectively, “Transfer”) any of the transaction and shall be in an amount not less than Collateral or any Intellectual Property, except for the fair market value following (each, individually, a “Permitted Disposition” and, collectively, “Permitted Dispositions”): (i) sales of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful inventory in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingbusiness, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned bulk sales of calcitonin; (ii) dispositions for cash by the Company a Loan Party or any other Subsidiary necessary for the use and operation of the assets its Subsidiaries of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are equipment that is no longer used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company such Loan Party or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or Subsidiary so long as (iiA) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists has occurred and is continuing at the time of such disposition or arises therefromwould be caused after giving effect thereto, upon (B) such disposition is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis and (C) fair value, as determined by Agent in accordance with Section 7.3(b) below, is paid for such equipment; (iii) the sale or sales of equipment specified on such Loan Party’s financials as “excess” and listed for sale, exchangeincluding the assets located in Hauppauge, New York (whether or not listed as “excess”), for cash determined in an arms-length transaction, so long as (A) no Default or Event of Default has occurred and is continuing at the time of such disposition or would be caused after giving effect thereto, (B) such sale is made to a third party unaffiliated with any [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Loan Party and negotiated on an arms length basis and (C) fair value, as determined by Agent in accordance with Section 7.3(b) below, is paid for such equipment; (iv) sales or dispositions of assets, so long as (A) no Default or Event of Default has occurred and is continuing at the time of such sale or disposition or would be cause dafter giving effect thereto, (B) the fair market value of such assets does not exceed $10,000, in any given sale or disposition, or $50,000, in the aggregate over any twelve (12) month period and (C) the relevant Loan Party provides written notice to Agent at least seven (7) days prior to the closing of such sale or disposition; (v) sales or dispositions of the Intellectual Property described in Schedule B(VI) hereto, provided, however, that (A) the relevant Loan Party provides written notice to Agent at least seven (7) days prior to the closing of such sale or disposition and (B) each Loan Party covenants and agrees that any and all non-cash consideration received by such Loan Party with respect to any such disposition, transfer or sale of such Intellectual Property shall be subject to this Agreement and shall be Collateral hereunder; (vi) a transaction to license, or grant of an option to license, RNAi targets or technology pursuant to a partnering or other disposition development agreement between the Company and certain pharmaceutical companies on substantially the same or better economic terms as set forth in term sheets provided to Agent prior to the date hereof (the “Subsequent Pre-Approved Licensing Transaction”); and (vii) a transaction to license, or grant of an option to license, RNAi targets or technology pursuant to a partnering or other development agreement between the Company and certain pharmaceutical companies that (i) is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis, (ii) is for less than all or substantially all of the assets Borrowers’ RNAi Intellectual Property, (iii) is for $5,000,000 or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically more and unconditionally released (iv) is executed and discharged from all obligations hereunder without any further action required on “closed” during the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof shall not constitute a Material Adverse EffectInitial Payment Period.

Dispositions. Make Within three Business Day of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of Net Cash Proceeds, in excess of $2,000,000, of any single voluntary or involuntary sale or disposition, or series of voluntary or involuntary sales or dispositions by Borrower 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), (f) the consideration paid in connection therewith shall be cash (i), (j), (k), (l), (m), (n) or Cash Equivalents paid contemporaneously with consummation (o) of the transaction and definition of Permitted Dispositions), Borrower shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii), as applicable, in an amount not less than the fair market value equal to 100%, in excess of the Property disposed such threshold, of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided provided, that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries including, exchangefor the avoidance of doubt, transfer Permitted Acquisitions, and (C) Borrower or other its Subsidiary, as applicable, complete such replacement, purchase, or construction within 365 days after the initial receipt of such monies the “Reinvestment Period”) (provided, that if the Borrower has entered into a binding commitment to reinvest any such Net Cash Proceeds at any time prior to the end of the Reinvestment Period, then such Reinvestment Period shall be extended for an additional 180 days with respect to such committed amount of such Net Cash Proceeds), then the Borrower or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party purchase or construction of other assets useful in the business of Borrower or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts not prohibited by this Section 8.05, such Loan Party so utilized shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Subject to the terms of the Intercreditor Agreements, within 2 Business Days of the date of receipt by Borrower or any Disposition unless of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (1), (m), (n), (s) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (t) of the transaction definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrower shall be in an prepay the outstanding principal amount not less than the fair market value of the Property disposed of and (b) Obligations to the total book value of all of extent that the assets sold Net Cash Proceeds from such sales or otherwise disposed of by dispositions exceed $5,000,000 in the Company and its Subsidiaries in aggregate for all such transactions sales and dispositions in any fiscal year in accordance with Section 2.4(f) in an amount equal to 100% of the Company represent less than fifteen percent such Net Cash Proceeds (15%including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions in excess of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearsuch amount; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effect.have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. 126471205_8

Dispositions. Make To the extent any Disposition unless Advances are outstanding at such time, within one (1) Business Day of the date of receipt by any Loan Party of the Net Cash Proceeds in excess of $500,000 in the aggregate during the term of this Agreement (or all such proceeds at any time while an Event of Default exists) of any voluntary or involuntary sale or disposition by any Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), or (g) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), such 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen equal to one hundred percent (15100%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearsuch Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, in determining compliance with this Section 8.05 a Disposition shall be excluded to (A) on the extent the net proceeds date of any such Disposition are used within a period of 365 days following such Disposition to acquire assets sale or property useful in the ordinary course of business of the Company other disposition arising from casualty losses or its Subsidiaries. Notwithstanding the foregoingcondemnation proceedings and after giving effect thereto, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefromshall have occurred and be continuing, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition arising from casualty losses or condemnation proceedings or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within one hundred eighty (180) days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition arising from casualty losses or condemnation proceedings shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that, no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effect.permit any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4. DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 15

Dispositions. Make Within one Business Day of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets constituting ABL Priority Collateral (as defined in the Intercreditor Agreement) of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (n) of the transaction and 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingdispositions; provided, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $1,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Promptly, and in no event later than three Business Days of the date of receipt by any Disposition unless Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (p) of the transaction and definition of Permitted Dispositions), Borrowers 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of all 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 Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f); provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof 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 2.4(e)(i) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Subject to the terms of the Intercreditor Agreements, within 2 Business Days of the date of receipt by Borrower or any Disposition unless of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (1), (m), (n), (s) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (t) of the transaction definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrower shall be in an prepay the outstanding principal amount not less than the fair market value of the Property disposed of and (b) Obligations to the total book value of all of extent that the assets sold Net Cash Proceeds from such sales or otherwise disposed of by dispositions exceed $5,000,000 in the Company and its Subsidiaries in aggregate for all such transactions sales and dispositions in any fiscal year in accordance with Section 2.4(f) in an amount equal to 100% of the Company represent less than fifteen percent such Net Cash Proceeds (15%including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions in excess of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearsuch amount; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Xxxxxxxx’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effect.have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. (iii)

Dispositions. Make Within 3 Business Days of the date of receipt (or if an Activation Instruction (as defined in the Guaranty and Security Agreement) is in effect concurrently with receipt) by Borrower or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 3 Business Days of the transaction date of receipt by Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale, disposition, or loss by such Borrower or any of its Subsidiaries of assets (including casualty losses, proceeds of insurance, and condemnations but excluding sales or dispositions under clauses (a)(i), (a)(iii), (b), (c), (d), (i), (j), (m), or (n) of the definition of Permitted Dispositions), subject to the DIP Intercreditor Agreement and the DIP Order, Borrower shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(e) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries and certifies that the conditions set forth in this Section 2.4(d)(i) have been met, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected second-priority security interest, transfer and (D) such Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid, subject to the DIP Intercreditor Agreement, to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(e). Nothing contained in this Section 2.4(d)(i) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith No Loan Party shall, and no Loan Party shall be cash permit any of its Subsidiaries to, convey, sell, rent, lease, sublease, mortgage, license, transfer or Cash Equivalents paid contemporaneously with consummation otherwise dispose of (collectively, “Transfer”) any of the transaction and shall be in an amount not less than Collateral or any Intellectual Property, except for the fair market value following (each, individually, a “Permitted Disposition” and, collectively, “Permitted Dispositions”): (i) sales of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful inventory in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingbusiness, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned bulk sales of calcitonin; (ii) dispositions for cash by the Company a Loan Party or any other Subsidiary necessary for the use and operation of the assets its Subsidiaries of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are equipment that is no longer used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company such Loan Party or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or Subsidiary so long as (iiA) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists has occurred and is continuing at the time of such disposition or arises therefromwould be caused after giving effect thereto, upon (B) such disposition is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis and (C) fair value, as determined by Agent in accordance with Section 7.3(b) below, is paid for such equipment; (iii) the sale or sales of equipment specified on such Loan Party’s financials as “excess” and listed for sale, exchangeincluding the assets located in Hauppauge, New York (whether or not listed as “excess”), for cash determined in an arms-length transaction, so long as (A) no Default or Event of Default has occurred and is continuing at the time of such disposition or would be caused after giving effect thereto, (B) such sale is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis and (C) fair value, as determined by Agent in accordance with Section 7.3(b) below, is paid for such equipment; (iv) sales or dispositions of assets, so long as (A) no Default or Event of Default has occurred and is continuing at the time of such sale or disposition or would be cause dafter giving effect thereto, (B) the fair market value of such assets does not exceed $10,000, in any given sale or disposition, or $50,000, in the aggregate over any twelve (12) month period and (C) the relevant Loan Party provides written notice to Agent at least seven (7) days prior to the closing of such sale or disposition; (v) sales or dispositions of the Intellectual Property described in Schedule B(VI) hereto, provided, however, that (A) the relevant Loan Party provides written notice to Agent at least seven (7) days prior to the closing of such sale or disposition and (B) each Loan Party covenants and agrees that any and all non-cash consideration received by such Loan Party with respect to any such disposition, transfer or sale of such Intellectual Property shall be subject to this Agreement and shall be Collateral hereunder; (vi) a transaction to license, or grant of an option to license, RNAi targets or technology pursuant to a partnering or other disposition development agreement between the Company and certain pharmaceutical companies on substantially the same or better economic terms as set forth in term sheets provided to Agent prior to the date hereof (the “Subsequent Pre-Approved Licensing Transaction”); and (vii) a transaction to license, or grant of an option to license, RNAi targets or technology pursuant to a partnering or other development agreement between the Company and certain pharmaceutical companies that (i) is made to a third party unaffiliated with any Loan Party and negotiated on an arms length basis, (ii) is for less than all or substantially all of the assets Borrowers’ RNAi Intellectual Property, (iii) is for $5,000,000 or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically more and unconditionally released (iv) is executed and discharged from all obligations hereunder without any further action required on “closed” during the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof shall not constitute a Material Adverse EffectInitial Payment Period.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 3 Business Days of the transaction and shall be in an amount not less than the fair market value date of receipt by any Loan Party of the Property disposed Net Cash Proceeds of any voluntary or involuntary sale or disposition by any Loan Party of assets (including property and casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions except for those Permitted Dispositions under clauses (g), (h) and (bo) the total book value of all of the assets sold definition of Permitted Dispositions and (B) sales or otherwise disposed dispositions which qualify as Permitted Dispositions under clause (n) of by the Company and its Subsidiaries definition of Permitted Dispositions up to $1,250,000 in all such transactions the aggregate) in excess of the Retained Amount in any fiscal year of Borrower, Borrower shall prepay the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as outstanding principal amount of the last day Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the immediately preceding fiscal yearsuch Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Loan Party in connection with such sales or dispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower's intention to apply such monies to the sale, exchange, transfer or other disposition costs of all replacement of the properties or assets that are the subject of such sale or Capital Stock disposition or the cost of a purchase or construction of other assets useful in the business of the Loan Party not prohibited by this Section 8.05whose assets were the subject of such disposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Loan Party completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on have the part option to apply such monies to the costs of replacement of the Administrative assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Subject to the applicable provisions of the Intercreditor Agreement, within three (3) Business Days of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds in excess of $5,000,00010,000,000 from any voluntary or involuntary sale or disposition by any Loan Party or any of its Subsidiaries of assets (excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation and (l) of the transaction and definition of Permitted Dispositions and, to the extent that a Dominion Period is not then in effect, clause (f) of the definition of Permitted Disposition, but including casualty losses or condemnations in respect thereof), such 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, exchange(C) pending such application, transfer the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest (subject to Permitted Liens), and (D) Borrowers or other their Subsidiaries, as applicable, complete such replacement, purchase, or construction, or enter into a binding commitment with respect to such replacement, purchase or construction, in each case within 365 days after the initial receipt of such monies, then the Loan Party or Subsidiary whose assets were the subject of such disposition (in the case of all a replacement) or any of the Loan Parties shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or Capital Stock disposition or the cost of a Loan Party purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed (or, in the case of replacements, purchases or construction to which Borrowers or their Subsidiaries have committed within such 365-day period, to the extent that such replacement, purchase or construction shall not prohibited by this Section 8.05have been made or completed within 180 days from the end of such 365-day period), such Loan Party in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f). Nothing contained in this Section 2.4(e)(ii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. For clarity, in the terms hereof event that Borrowers at any time elect to apply the Net Cash Proceeds described in this Section 2.4(e)(ii) to prepay the Obligations, the reinvestment requirements described herein shall not constitute a Material Adverse Effectcease to be applicable to Borrowers and their Subsidiaries without regard to whether such amounts are subsequently reborrowed.

Dispositions. Make Within 3 Business Days of the date of receipt by any Disposition unless Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Loan Party of assets (including casualty losses or condemnations but excluding (x) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), (p) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (q) of the transaction definition of Permitted Dispositions, (y) sales or dispositions of any assets that constitute Eligible Equipment of US Loan Parties or Eligible Real Property of US Loan Parties but only if at the time of such sale or disposition the US Fixed Asset Sub-Line Amount is greater than zero, and (z) sales or dispositions of any assets that constitute Eligible Equipment of German Borrower but only if at the time of such sale or disposition the German Fixed Asset Sub-Line Amount is greater than zero), Borrowers shall 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the applicable Loan Party, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Loan Party, as applicable, completes such replacement, purchase, or other construction within 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by Loan Parties of the Net Cash Proceeds of any Disposition unless voluntary or involuntary sale or disposition by Loan Parties of assets (including casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction definition of Permitted Dispositions and (B) so long as the Fixed Asset Sub-Line Amount is greater than zero, sales or dispositions of any assets that constitute Eligible Equipment), Borrowers shall 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition that (x) no prepayment shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or due under this clause (ii) repurchase Indebtedness as required by Section 10.5(2) a result of the Note Purchase Agreement. Provided sale or disposition of any assets that do not constitute Collateral so long as no Dominion Period is in effect at the time of such sale or disposition and (y) so long as (A) no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Loan Parties complete such replacement, purchase, or other construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of all 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 Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Loan Parties to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Subject to the Intercreditor Agreement and the Fee Letter, within one Business Day of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of any Loan Party or any of its Subsidiaries constituting Term Loan Priority Collateral (including Net Cash Proceeds of insurance (other than key-man insurance or business interruption insurance) or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), to the extent any such Disposition is consistent with past practice (i), (j), (k), (l), (m), (n), or (o) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingdispositions; provided, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(i); provided, that no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use Net Cash Proceeds of any such voluntary or involuntary sale or disposition of assets (excluding, for purposes of this proviso, Net Cash Proceeds of insurance or arising from casualty losses) to make such replacements, purchases, or construction in excess of $3,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall not constitute a Material Adverse Effectpermit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by Parent or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b)(ii), (c), (d), (e), (i), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, other than with respect to Net Cash Proceeds from the disposition of Fixed Assets in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. reliance on clause (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2b) of the Note Purchase Agreement. Provided that definition of Permitted Dispositions (which shall be subject to the reinvestment conditions set forth in clause (b)(i) Table of Contents of the definition of Permitted Dispositions), so long as (A) no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Parent or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation) after the initial receipt of all 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 Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Borrower nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $500,000 in any given fiscal year; provided, further, with respect to Net Cash Proceeds of Fixed Assets as to which Borrower elected to reinvest in reliance on clause (b)(i) of the definition of Permitted Dispositions but as to which the applicable period shall not constitute a Material Adverse Effecthave expired without such replacement or purchase being made or completed, an amount equal to such Net Cash Proceeds shall be paid to Agent and applied in accordance with Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower's intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $250,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

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 consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation ordinary course of the transaction and shall be in an amount not less than the fair market value of the Property disposed of and business; (b) the total book value of all of the assets sold worn-out or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided thatobsolete Equipment that is, in determining compliance with this Section 8.05 a Disposition shall be excluded the reasonable judgment of Borrower, no longer economically practicable to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets maintain or property useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of Borrower’s use or transfer of money or Cash Equivalents in the Company or ordinary course of its Subsidiaries. Notwithstanding business for the foregoing, the parties hereto agree payment of ordinary course business expenses in a manner that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned is not prohibited by the Company terms of this Agreement or the other Loan Documents; (e) tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit in clause (l) of the defined term “Permitted Investments”; (f) transfers of Property by any Loan Party to any other Subsidiary necessary Loan Party; (g) placements of specialized equipment for manufacturing, with a fair market value not to exceed the use and operation sum of Three Million Dollars ($3,000,000) in the aggregate, with foreign or domestic contract manufacturers where Borrower retains title to such equipment; (h) subject to Section 6.3(b) of this Agreement, dispositions consisting of the assets sale, transfer, assignment or other disposition of TCM and/or TMS for cash consideration; provided thatunpaid and overdue accounts receivable in connection with the collection, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets compromise or property useful settlement thereof in the ordinary course of business and not as part of a financing transaction, provided that (i) no Event of Default nor any Overadvance is continuing nor would result therefrom, and (ii) such accounts receivable shall be excluded from the Borrowing Base; (i) dispositions of property that is not Collateral to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are applied to the purchase price of such replacement property within one hundred eighty (180) days; (j) subject to Section 6.7 of this Agreement, dispositions resulting from casualty events; (k) non-exclusive licenses of Borrower’s and its Subsidiaries’ Intellectual Property; (l) licenses for the use of the Company Intellectual Property of Borrower or its Subsidiaries (but not to any of Borrower’s other Affiliates, except for a Permitted Commercialization Arrangement Vehicle) that are approved by the Board and having which would not result in a value equal to legal transfer of title of the value licensed property but that may be exclusive (i) in respects other than territory (such as field of such assets sold, leased use or otherwise disposed of and/or scope) and (ii) repurchase Indebtedness as required by Section 10.5(2) to territory, only as to discrete areas outside of the Note Purchase Agreement. Provided United States; provided that no Default any such license of such Intellectual Property covering the Product may be exclusive only as to territory and only as to discrete areas outside of the United States; (m) exclusive and non-exclusive licenses covering nCounter Elements or Event of Default exists or arises therefrom, upon diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (n) any transaction permitted under Section 7.3; and (o) the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party other property in aggregate amount not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without to exceed Two Hundred Fifty Thousand Dollars ($250,000) in any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof shall not constitute a Material Adverse Effectsingle year.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 3 Business Days of the transaction and shall be in an amount not less than the fair market value date of receipt by any Loan Party of the Property disposed Net Cash Proceeds of any voluntary or involuntary sale or disposition by any Loan Party of assets (including property and casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions except for those Permitted Dispositions under clauses (g), (h) and (bo) the total book value of all of the assets sold definition of Permitted Dispositions and (B) sales or otherwise disposed dispositions which qualify as Permitted Dispositions under clause (n) of by the Company and its Subsidiaries definition of Permitted Dispositions up to $1,250,000 in all such transactions the aggregate) in excess of the Retained Amount in any fiscal year of Borrower, Borrower shall prepay the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as outstanding principal amount of the last day Obligations in accordance with Section 2.4(f)(ii)in an amount equal to 100% of the immediately preceding fiscal yearsuch Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Loan Party in connection with such sales or dispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the sale, exchange, transfer or other disposition costs of all replacement of the properties or assets that are the subject of such sale or Capital Stock disposition or the cost of a purchase or construction of other assets useful in the business of the Loan Party not prohibited by this Section 8.05whose assets were the subject of such disposition, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) such Loan Party completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on have the part option to apply such monies to the costs of replacement of the Administrative assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 1 Business Day of the transaction and date of receipt by any Company or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by any Company or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the applicable Company or its Subsidiary, exchange(C) the monies are held in a deposit account in which Agent has a perfected first-priority security interest, transfer and (D) the applicable Company or other one of its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Company or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(d); provided, however, that Companies and their Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $100,000 in any given fiscal year. Nothing contained in this Section 2.4(c)(i) shall permit any Company or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 7.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 1 Business Day of the transaction date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including Required Dispositions, casualty losses and condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (b), (e), (f), (g), (h), (i), (n), (o) or (p) of the 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 respect to any such sale or disposition resulting from a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets casualty loss or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingcondemnation, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower's intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority Lien, transfer and (D) Parent or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such sale or disposition resulting from a casualty loss or condemnation shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless Disposition, except: (a) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the consideration paid ordinary course of business and Dispositions of property no longer used or useful in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation the conduct of the transaction and shall be in an amount not less than the fair market value business of the Property disposed of Parents, the Borrowers and the Restricted Subsidiaries; (b) Dispositions of inventory and immaterial assets in the total book value ordinary course of all business (including allowing any registrations or any applications for registration of any immaterial IP Rights to lapse or go abandoned in the assets sold or otherwise disposed ordinary course of by the Company and its Subsidiaries in all such transactions in any fiscal year business); (c) Dispositions of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded property to the extent that (i) such property is exchanged for credit against the net purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are used within promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased); (d) Dispositions of property to a period Parent, a Borrower or a Restricted Subsidiary; provided that if the transferor of 365 days following such property is a Loan Party (i) the transferee thereof must be a Loan Party, (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02, or (iii) such Disposition shall consist of the transfer of Equity Interests in or Indebtedness of any Foreign Subsidiary to acquire assets or property useful any other Foreign Subsidiary; (e) Dispositions permitted by Section 7.02, Section 7.04 and Section 7.06 and Liens permitted by Section 7.01; (f) Dispositions in the ordinary course of business of Cash Equivalents; (g) leases, subleases, licenses or sublicenses, in each case in the Company or its Subsidiaries. Notwithstanding ordinary course of business and which do not materially interfere with the foregoingbusiness of the Parents, the Borrowers and the Restricted Subsidiaries, taken as a whole; (h) transfers of property subject to Casualty Events; (i) Dispositions of Investments in JV Entities or non-Wholly Owned Restricted Subsidiaries to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties hereto agree to such JV Entity or shareholders of such non-Wholly-Owned Restricted Subsidiary set forth in 143 the shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity or non-Wholly-Owned Restricted Subsidiary; (j) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof or pursuant to factoring arrangements, in each case, to the extent not constituting a receivables financing; (k) the unwinding of any Swap Contract pursuant to its terms; (l) Permitted Sale Leasebacks; (m) Dispositions not otherwise permitted pursuant to this Section 7.05; provided that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”i) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned such Disposition shall be for fair market value as reasonably determined by the Company or any other Subsidiary necessary for Administrative Borrower in good faith, (ii) the use and operation Administrative Borrower shall deliver an updated Borrowing Base Certificate within ten (10) Business Days following the Disposition thereof if more than 12.5% of the assets included in the most recent calculation of TCM and/or TMS for cash consideration; provided thatthe Borrowing Base are being disposed of pursuant to this clause (m) and (iii) the Parents, the net proceeds Borrowers or any applicable Restricted Subsidiary shall receive not less than 75% of such Disposition are used consideration in the form of cash or Cash Equivalents (provided, however, that for the purposes of this clause (m)(iii), the following shall be deemed to be cash: (A) the assumption by the Company transferee of Indebtedness or other liabilities contingent or otherwise of any Parent, any Borrower or any of the Restricted Subsidiaries (other than Subordinated Debt) and the valid release of such Parent, such Borrower or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability in connection with such Disposition, (B) securities, notes or other obligations received by any Parent, any Borrower or any of the Restricted Subsidiaries from the transferee that are converted by any Parent, any Borrower or any of the Restricted Subsidiaries into cash or Cash Equivalents within a period of 365 180 days following the closing of such Disposition, (C) Indebtedness (other than Subordinated Debt) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Disposition, to the extent that each Parent, each Borrower and each Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Disposition and (D) the aggregate Designated Non-Cash Consideration received by the Parents, the Borrowers and the Restricted Subsidiaries for all Dispositions under this clause (m) having an aggregate fair market value (determined as of the closing of the applicable Disposition for which such Designated Non-Cash Consideration is received) not to exceed the greater of (ix) acquire productive $53,000,000 and (y) 25% of Consolidated EBITDA of the Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period at any time outstanding (net of any Designated Non-Cash Consideration converted into cash and Cash Equivalents received in respect of any such Designated Non-Cash Consideration and calculated on a Pro Forma Basis); (n) the Parents, the Borrowers and the Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (o) Dispositions of non-core or obsolete assets acquired in connection with a Permitted Acquisition; (p) any swap of assets in exchange for services or property useful other assets in the ordinary course of business of the Company comparable or its Subsidiaries and having a greater fair market value equal of usefulness to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) business of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefrom, upon the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarificationParents, the release of TCM and/or TMS Borrowers and the Restricted Subsidiaries as a whole, as determined in accordance with good faith by the terms hereof shall not constitute a Material Adverse Effect.Borrowers; 144

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 1 Business Day of the transaction date of receipt by any Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of ABL Priority Collateral (including insurance proceeds and proceeds from casualty losses or condemnations) (but other than dispositions which qualify as Permitted Dispositions under clauses (b), (c), (d), (e), (j), (k), (l), (m) and (n) of the definition thereof), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecost of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 270 after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the cost of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f); provided, further, that no Borrower nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

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 consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation ordinary course of the transaction and shall be in an amount not less than the fair market value of the Property disposed of and business; (b) the total book value of all of the assets sold worn-out or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided thatobsolete Equipment that is, in determining compliance with this Section 8.05 a Disposition shall be excluded the reasonable judgment of Borrower, no longer economically practicable to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets maintain or property useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of Borrower’s use or transfer of money or Cash Equivalents in the Company or ordinary course of its Subsidiaries. Notwithstanding business for the foregoing, the parties hereto agree payment of ordinary course business expenses in a manner that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned is not prohibited by the Company terms of this Agreement or the other Loan Documents; (e) tangible property transfers to a Permitted Commercialization Arrangement Vehicle but subject to the monetary limit in clause (l) of the defined term “Permitted Investments”; (f) transfers of Property by any Loan Party to any other Subsidiary necessary Loan Party; (g) placements of specialized equipment for manufacturing, with a fair market value not to exceed the use and operation sum of Three Million Dollars ($3,000,000) in the aggregate, with foreign or domestic contract manufacturers where Borrower retains title to such equipment; (h) subject to Section 6.3(b) of this Agreement, dispositions consisting of the assets sale, transfer, assignment or other disposition of TCM and/or TMS for cash consideration; provided thatunpaid and overdue accounts receivable in connection with the collection, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets compromise or property useful settlement thereof in the ordinary course of business and not as part of a financing transaction, provided that (i) no Event of Default nor any Overadvance is continuing nor would result therefrom, and (ii) such accounts receivable shall be excluded from the Borrowing Base; (i) dispositions of property that is not Collateral to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are applied to the purchase price of such replacement property within one hundred eighty (180) days; (j) subject to Section 6.7 of this Agreement, dispositions resulting from casualty events; (k) non-exclusive licenses of Borrower’s and its Subsidiaries’ Intellectual Property; (l) licenses for the use of the Company Intellectual Property of Borrower or its Subsidiaries (but not to any of [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Borrower’s other Affiliates, except for a Permitted Commercialization Arrangement Vehicle) that are approved by the Board and having which would not result in a value equal to legal transfer of title of the value licensed property but that may be exclusive (i) in respects other than territory (such as field of such assets sold, leased use or otherwise disposed of and/or scope) and (ii) repurchase Indebtedness as required by Section 10.5(2) to territory, only as to discrete areas outside of the Note Purchase Agreement. Provided United States; provided that no Default any such license of such Intellectual Property covering the Product may be exclusive only as to territory and only as to discrete areas outside of the United States; (m) exclusive and non-exclusive licenses covering nCounter Elements or Event of Default exists or arises therefrom, upon diagnostic gene content other than for nCounter-based Prosigna™ Breast Cancer Prognostic Gene Signature Assay; (n) any transaction permitted under Section 7.3; and (o) the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party other property in aggregate amount not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without to exceed Five Hundred Thousand Dollars ($500,000) in any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof shall not constitute a Material Adverse Effectsingle year.

Dispositions. Make Within 1 Business Day of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower 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) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), Borrower shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.3(f) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.3(f); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $200,000 in any given fiscal year. Nothing contained in this Section 2.3(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 10 Business Days of the date of receipt by Borrower or any Disposition unless other Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any other Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d) or (n) (except to the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation extent such payment is required pursuant to such clause (n)) of the transaction definition of Permitted Dispositions and, prior to the payment in full of the Term Loan Debt, excluding sales or dispositions of Term Loan Priority Collateral (as defined in the Intercreditor Agreement)) to the extent the Net Cash Proceeds of such sales and dispositions exceed $3,000,000 in the aggregate during the term of this Agreement, Borrower shall be prepay the outstanding principal amount of the Obligations (without any reduction in the Revolver Commitments) in accordance with Section 2.4(f) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or any other Loan Party, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or such other Loan Party, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies in an aggregate amount not to exceed $5,000,000 in any fiscal year to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that either (x) such applicable period shall have expired without such replacement, purchase, or construction being made or completed, or (y) there shall occur an Event of Default that is continuing, then, in either case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii) (without any reduction in the terms hereof Revolver Commitments). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within one Business Day of the transaction date of receipt by any Loan Party or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of any Collateral (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under the definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(e)(ii) in an amount equal to 100% (or, 75% solely with respect to a sale by a Loan Party or Restricted Subsidiary of a Station (that does not less than include a sale of any Accounts) or a written or electronic magazine periodical offered for sale to the fair market value public (that does not include a sale of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%Accounts)) of Consolidated Total Assets determined such Net Cash Proceeds received by such Person in connection with such sales or dispositions; provided, that so long as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Lender prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the Collateral that is the subject of such sale or disposition or the cost of purchase of other assets useful in the business of such Loan Party or its Restricted Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Lender has a perfected first-priority security interest, transfer and (D) such Loan Party or other its Restricted Subsidiary, as applicable, completes such replacement or purchase within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Restricted Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase of other assets useful in the business of such Loan Party or such Restricted Subsidiary unless and to the extent that such applicable period shall have expired without such replacement or purchase being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Lender and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(e)(ii). Nothing contained in this Section 2.4(d)(iii) shall not constitute a Material Adverse Effectpermit any Loan Party or any of its Restricted Subsidiaries to sell or otherwise dispose of any Collateral other than in accordance with Section 6.4.

Dispositions. Make Until the Term Loan has been repaid in full in cash, within 1 Business Day of the date of receipt by any Disposition unless Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by any Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which (x) qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (j), (k), (l), (m), (o), (p) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation and (q) of the transaction and definition of Permitted Dispositions or (y) individually or in the aggregate, following the Closing Date, result in Net Cash Proceeds of less than $500,000 in any fiscal year), 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) not later than five (5) Business Days after the salereceipt of such Net Cash Proceeds, exchangeUK-Dutch Administrative Borrower shall have given Agent prior written notice of UK-Dutch Administrative Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of any Borrower or its Subsidiaries, transfer (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) the applicable Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within one Business Day of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n), or (o) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingdispositions; provided, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”A) and/or Teledyne Mattituck Services, Inc. so long as (“TMS”1) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (2) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (4) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (3) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Subsidiaries shall have the terms hereof 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; and (B) nothing contained in this Section 2.4(e)(iii) shall not constitute a Material Adverse Effect.permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. (iv)

Dispositions. Make Subject to the terms of the Intercreditor Agreements, within 2 Business Days of the date of receipt by Borrower or any Disposition unless of its Subsidiaries that is a Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries that is a Loan Party of assets (including insurance proceeds and proceeds from casualty losses or condemnations, but excluding (i) proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), (s) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (t) of the transaction definition of Permitted Dispositions, and (ii) any assets subject to a Permitted Lien securing Permitted Indebtedness up to the amount of such Permitted Indebtedness), Borrower shall be in an prepay the outstanding principal amount not less than the fair market value of the Property disposed of and (b) Obligations to the total book value of all of extent that the assets sold Net Cash Proceeds from such sales or otherwise disposed of by dispositions exceed $5,000,000 in the Company and its Subsidiaries in aggregate for all such transactions sales and dispositions in any fiscal year in accordance with Section 2.4(f) in an amount equal to 100% of the Company represent less than fifteen percent such Net Cash Proceeds (15%including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions in excess of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearsuch amount; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower's intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f); provided, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $10,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (m) of the transaction and 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of Borrower or such Subsidiary] unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii); provided, however, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effecthave the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $1,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within one (1) Business Day of the date of receipt by any Disposition unless Loan Party of the Net Cash Proceeds in excess of $100,000 in the aggregate during the term of this Agreement (or all such proceeds at any time while an Event of Default exists) of any voluntary or involuntary sale or disposition by any Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), or (g) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), such 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen equal to one hundred percent (15100%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearsuch Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, in determining compliance with this Section 8.05 a Disposition shall be excluded to (A) on the extent the net proceeds date of any such Disposition are used within a period of 365 days following such Disposition to acquire assets sale or property useful in the ordinary course of business of the Company other disposition arising from casualty losses or its Subsidiaries. Notwithstanding the foregoingcondemnation proceedings and after giving effect thereto, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefromshall have occurred and be continuing, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition arising from casualty losses or condemnation proceedings or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first- priority security interest, transfer and (D) such Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within one hundred eighty (180) days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition arising from casualty losses or condemnation proceedings shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that, no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within one Business Day of the transaction date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under the definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(e)(ii) in an amount not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingdispositions; provided, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Lender prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Lender has a perfected first-priority security interest, transfer and (D) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Lender and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof shall not constitute a Material Adverse EffectSection 2.4(e)(ii).

Dispositions. Make Within 5 Business Days of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations in excess of $1,500,000 in any given fiscal year but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (d) of the transaction and 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of Borrower or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii); provided, however, that Borrower and its Subsidiaries shall not constitute a Material Adverse Effecthave 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 Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 5 Business Day of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of any Loan Party 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), (i), (j), (k), (l), (m), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and 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 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 360 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement or, in the case of casualty losses, repair of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $1,000,000 in any given fiscal year. For the avoidance of doubt, with regards to clauses (A), (B), (C) and (D) of the proviso in the immediately preceding sentence, so long as no Default or Event of Default shall have occurred and be continuing, for dispositions made by Subsidiaries of Borrowers who are not Loan Parties, any Net Cash Proceeds received by any Borrower in its capacity as owner and loss payee of a global insurance policy where the applicable Subsidiary is listed as a named insured, may be remitted by the applicable Borrower to a Deposit Account of such applicable Subsidiary, such remittance in accordance with this Section 2.4(e)(ii) shall constitute a Permitted Investment and shall not constitute a Material Adverse EffectRestricted Payment. Nothing contained in this Section 2.4(e)(ii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within one Business Day of the date of receipt by any Disposition unless Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (j), (k), (l), (m), (n), (p) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (o) of the transaction and definition of Permitted Dispositions), Borrowers 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 of and such Net Cash Proceeds received by such Person in connection with such sales or dispositions; provided, that: (bA) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net that any such Net Cash Proceeds are proceeds of Third-Party Term Loan Priority Collateral, such Disposition are used within a period of 365 days following such Disposition Net Cash Proceeds shall be subject to acquire assets or property useful in the ordinary course of business payment requirements and other terms and conditions of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. Intercreditor Agreement; (“TCM”B) and/or Teledyne Mattituck Services, Inc. so long as (“TMS”1) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (2) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries, exchange(3) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest (other than Liens in favor of the Third-Party Term Loan Agent and permitted pursuant to the terms of hereof and the Intercreditor Agreement), transfer and (4) such Loan Party or other its Subsidiary, as applicable, completes such replacement, purchase, or construction within 90 days after the initial receipt of such monies, then the Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (3) above shall be deemed automatically paid to Agent and unconditionally released applied in accordance with Section 2.4(f); provided that the foregoing shall not prohibit the Agent from issuing an Activation Instruction (as defined in the Guaranty and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent Security Agreement), initiating cash dominion or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver otherwise taking remedies with respect to such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS Deposit Account in accordance with the terms hereof of the Loan Documents; provided further, that no Loan Party nor any of its Subsidiaries shall not constitute a Material Adverse Effect.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; and (C) nothing contained in this Section 2.4(e)(iii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. (iv)

Dispositions. Make At any Disposition unless time upon the occurrence and during the continuation of a Cash Dominion Event, within one (1) Business Day after the date of receipt by any Loan Party of the Net Cash Proceeds (or any insurance proceeds or 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), (n), (o), (p), or (q) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions) of any voluntary or involuntary sale or disposition by such Loan Party of assets, Borrowers 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 of and such Net Cash Proceeds (bor other proceeds) the total book value of all of the assets sold received by such Person in connection with such sale or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardisposition; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and be continuing or arises would result therefrom, upon the sale, exchange, transfer or other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, (B) such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on have given Agent prior written notice of such Loan Party’s intention to apply such monies to the part costs of replacement of the Administrative Agent properties or any Lender. The Administrative Agent shall, upon assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the Loan Parties’ request Parties or their Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and at (D) such Loan Party or its Subsidiaries, as applicable, either complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies or enter into a binding commitment during such 180-day period to complete such replacement, purchase or construction, then the Loan Parties’ expenseParty whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of the Loan Parties and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, deliver purchase, or construction being made or completed or without a binding commitment to complete such documentation as is reasonably necessary replacement, purchase or construction being entered into, in which case, any amounts remaining in the Deposit Account referred to evidence such release in clause (C) above shall be paid to Agent and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f); provided, further, that no Loan Party shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $1,500,000 in any given fiscal year (with such limit not applying to insurance proceeds and proceeds from casualty losses). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 3 Business Days of the transaction and shall be in an amount not less than the fair market value date of receipt by any Loan Party of the Property disposed Net Cash Proceeds of and (b) any voluntary or involuntary sale or disposition by such Loan Party of ABL Priority Collateral that result in Net Cash Proceeds greater than $10,000,000 in the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions aggregate in any fiscal year (including casualty losses or condemnations but excluding (A) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (i), (j), (k), (l), (m),(n) or (q) of the Company represent less than fifteen percent definition of Permitted Dispositions, and (15%B) sales or dispositions of Consolidated Total Assets determined as any assets that constitute Eligible Equipment unless the Fixed Asset Sub-Line Amount has been Exhibit 10.1 reduced to zero), Borrowers shall prepay the outstanding principal amount of the last day Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of the immediately preceding fiscal yearsuch Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Administrative Borrower shall have given Agent prior written notice of such Borrowers' intention to apply such monies to the salecosts of repair, exchange, transfer restoration or other disposition of all replacement of the properties or assets that are the subject of such sale or Capital Stock disposition or the cost of purchase or construction of other assets of a Loan Party not prohibited by this Section 8.05useful in the business of Loan Parties, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Loan Parties complete such repair, restoration or replacement, purchase, or construction within 270 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of repair, restoration or replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets of such Loan Party useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such repair, restoration or replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiariesto sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 1 Business Day of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of any Net Cash Proceeds, in excess of $500,000 in the aggregate in any fiscal year, of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations (provided that in the event of a casualty loss or condemnation involving Real Property Collateral, subject to the provisions of the Mortgages, which shall control in the event of any inconsistency with the terms of this clause (ii)) but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a) (unless such sale or disposition is of Eligible Equipment or Specified Real Property Collateral, in which case the consideration paid in connection therewith Net Cash Proceeds thereof shall be cash subject to mandatory prepayment), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n), (o) or Cash Equivalents paid contemporaneously with consummation (q) of the transaction and 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make To the extent any Disposition unless Revolving Loans are outstanding at such time, within one (1) Business Day of the date of receipt by any Loan Party of the Net Cash Proceeds in excess of $500,000 in the aggregate during the term of this Agreement (or all such proceeds at any time while an Event of Default exists) of any voluntary or involuntary sale or disposition by any Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), or (g) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), such 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen equal to one hundred percent (15100%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yearsuch Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided provided, that, in determining compliance with this Section 8.05 a Disposition shall be excluded to (A) on the extent the net proceeds date of any such Disposition are used within a period of 365 days following such Disposition to acquire assets sale or property useful in the ordinary course of business of the Company other disposition arising from casualty losses or its Subsidiaries. Notwithstanding the foregoingcondemnation proceedings and after giving effect thereto, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefromshall have occurred and be continuing, upon (B) such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition arising from casualty losses or condemnation proceedings or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) such Borrower or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within one hundred eighty (180) days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition arising from casualty losses or condemnation proceedings shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that, no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Subject to Section 2.4(f)(ii), within 3 Business Days of the transaction date of receipt (or if an Activation Instruction (as defined in the Guaranty and Security Agreement) is in effect concurrently with receipt) by Borrower or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (b), (c), (d), (e), (j), (k), (l), (m), or (n) of the definition of Permitted Dispositions), Borrower shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance except with this Section 8.05 respect to a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets sale or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. disposition permitted under clause (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2p) of the Note Purchase Agreement. Provided that definition of Permitted Dispositions, so long as (A) no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Administrative Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Collateral Agent has a perfected first-priority security interest, transfer and (D) Borrower or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the paid to Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(i). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within one Business Day of the transaction date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition in excess of $100,000 in any calendar year by 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, then Borrower shall be prepay the outstanding principal amount of the Term Loan (in the inverse order of the maturity of the installments thereunder (for the avoidance of doubt, any amount that is due and payable on the Maturity Date shall constitute an installment)), in an amount not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiariesdispositions. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the parties hereto agree that Borrower shall not be required to make any prepayment of the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”Term Loan under this Section 1.8(a) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, with respect to Net Cash Proceeds received by any intellectual property owned by the Company Loan Party or any other Subsidiary necessary for of its Subsidiaries from any sale or disposition (including any casualty losses or condemnations) to the use and operation of the assets of TCM and/or TMS for cash consideration; provided extent that, on or prior to the net proceeds of date such Disposition Net Cash Proceeds would otherwise be required to be so applied, the Borrower notifies the Agent that such Net Cash Proceeds are to be reinvested in assets used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful usable in the ordinary course of business of the Company Loan Parties or any of their respective Subsidiaries within 180 days of each such sale 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 (a) at the expiration of such 180-day period. Nothing contained in this Section 1.8(a) shall permit any Loan Party or any of its Subsidiaries and having a value equal to the value of such assets sold, leased sell or otherwise disposed dispose of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefrom, upon the sale, exchange, transfer or any assets other disposition of all of the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS than in accordance with the terms hereof shall not constitute a Material Adverse EffectSection 5.23.

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) or (k) of Section 6.5), Borrowers shall prepay, subject to the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation terms of the transaction and shall be Intercreditor Agreement, 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 of and (b) the total book value of all of the assets sold or otherwise disposed of such Net Cash Proceeds received by the Company and its Subsidiaries such Loan Party in all connection with such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined Dispositions; provided, that so long as of the last day of the immediately preceding fiscal year; provided thatno Triggering Event has occurred, in determining compliance with this Section 8.05 a Disposition such prepayment obligations shall be excluded only apply to the extent the net proceeds aggregate amount of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned Net Cash Proceeds from all Dispositions by the Company or Loan Parties and all Extraordinary Receipts received by the Loan Parties exceeds $5,000,000 in any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash considerationfiscal year; provided provided, further, that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to so long as (iA) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the Loan Parties, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) the Loan Parties complete such replacement, purchase, or other 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 all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a purchase or construction of other assets useful in the business of the Loan Party 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 prohibited by 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 8.052.4(e)(ii) shall permit Loan Parties or any of their Material Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.5. Notwithstanding anything to the contrary herein, no such Loan Party prepayment shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on pursuant to this clause (ii) to the part extent the applicable Net Cash Proceeds constitute proceeds of the Administrative Agent or any Lender. The Administrative Agent shallTerm B Priority Collateral, upon Borrowers are required to prepay the Term Loan Parties’ request Indebtedness with such Net Cash Proceeds and at the Borrowers prepay such Term Loan Parties’ expense, deliver Indebtedness with such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS Net Cash Proceeds in accordance with the terms hereof shall not constitute a Material Adverse EffectTerm Loan Indebtedness Documents.

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) in the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation ordinary course of the transaction and shall be in an amount not less than the fair market value of the Property disposed of and business for reasonably equivalent consideration; (b) the total book value to any Borrower or any of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in from any fiscal year other Borrower or any of the Company represent less than fifteen percent its Subsidiaries, (15%c) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded property to the extent such property is exchanged for credit against, or proceeds are promptly applied to, the net proceeds purchase price of other property used or useful in the business of Borrowers or their Subsidiaries (d) sales or discounting of delinquent accounts in the ordinary course of business, (e) of worn-out or obsolete Equipment that is, in the reasonable judgment of such Disposition are used within a period of 365 days following such Disposition Borrower, no longer economically practicable to acquire assets maintain or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingBorrower; (f) consisting of discounting of customer letters of credit on a non-recourse basis, the parties hereto agree that the Company may sell the (g) Transfers in connection with an acquisition permitted hereunder of a portion of a Person’s assets or Capital Stock rights acquired for reasonably equivalent consideration that otherwise complies with Section 7.3, (h) consisting of Teledyne Continental MotorsPermitted Liens and Permitted Investments; ; (i) of any non-core Intellectual Property for fair market value that (i) is not material to the business of the Borrowers and their Subsidiaries as currently operated and (ii) will not result in a material adverse effect; provided that Borrower shall provide Bank at least thirty (30) days prior written notice (or such other notice acceptable to Bank, Inc. in its sole discretion) of any such transfer; (“TCM”j) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary of non-exclusive licenses for the use and operation of the assets property of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets any Borrower or property useful its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the Company or licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States and (k) by any Borrower and its Subsidiaries and having a value equal to not otherwise permitted under this Section 7.1; provided that (i) at the value time of such assets soldTransfer, leased no Event of Default has occurred or otherwise disposed of and/or is continuing or would result from such Transfer and (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefrom, upon the sale, exchange, transfer or other disposition aggregate book value of all of property Transferred in reliance on this clause (k) during the assets or Capital Stock of a Loan Party not prohibited by this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required period beginning on the part of Effective Date and ending on the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof Revolving Line Maturity Date shall not constitute a Material Adverse Effectexceed One Million Dollars ($1,000,000).

Dispositions. Make Within 1 Business Day of the date of receipt by Parent or any Disposition unless of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (k), (m)(i), (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation (o) of the transaction and definition of Permitted Dispositions), Borrowers 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within (1) 365 days after the date of the initial receipt of such monies if such monies relate to the replacement of, or construction in connection with, Real Property and (2) in all other cases, 180 days after the date of the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05purchase or construction of other assets useful in the business of Parent or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f); provided, however, that the terms hereof provisions of this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectapply to the voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets where the aggregate Net Cash Proceeds of all such sales or dispositions in any fiscal year are less than or equal to $5,000,000. Nothing contained in this Section 2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within three Business Days of the transaction date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of 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, but excluding Net Cash Proceeds from sales or dispositions which qualify as Permitted Dispositions (other than under clauses (g), (h), (p), (q) or (v) of the 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 of the Property disposed of and (b) the total book value of all of the assets sold or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded equal to the extent the net proceeds 100% of such Disposition are used within a period of 365 days following Net Cash Proceeds received by such Disposition to acquire assets Person in connection with such sales or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingdispositions; provided, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers' intention to apply such monies to the salecosts of replacement, exchangesubstitution or restoration of the properties or assets that are the subject of such sale or disposition or casualty loss or condemnation, transfer or the cost of purchase or construction of other assets useful in the business of such Loan Party or its Subsidiaries (in any case, other than current assets except to the extent the assets subject to the applicable Disposition were current assets), (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority (subject to Permitted Liens to the extent any such Liens would have priority over the Agent's Liens pursuant to any applicable law or an agreement expressly permitted hereunder to have such senior priority) security interest, and (D) such Loan Party or its Subsidiary, as applicable, completes such replacement, restoration, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party or such Loan Party's Subsidiary whose assets were the subject of such disposition or casualty loss or condemnation shall have the option to apply such monies to the costs of all replacement, substitution or restoration or casualty loss or condemnation of the assets that are the subject of such sale or Capital Stock disposition or casualty loss or condemnation or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, restoration, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii); provided, that no Loan Party nor any of its Subsidiaries shall have the terms hereof right to use such Net Cash Proceeds to make such replacements, restorations, purchases, or construction in excess of $5,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within three Business Day of the date of receipt by Borrower or any Disposition unless of its Subsidiaries of Net Cash Proceeds, in excess of $2,000,000, of any single voluntary or involuntary sale or disposition, or series of voluntary or involuntary sales or dispositions by Borrower 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), (f) the consideration paid in connection therewith shall be cash (i), (j), (k), (l), (m), (n) or Cash Equivalents paid contemporaneously with consummation (o) of the transaction and definition of Permitted Dispositions), Borrower shall be prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii), as applicable, in an amount not less than the fair market value equal to 100%, in excess of the Property disposed such threshold, of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided provided, that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries including, exchangefor the avoidance of doubt, transfer Permitted Acquisitions, and (C) Borrower or other its Subsidiary, as applicable, complete such replacement, purchase, or construction within 365 days after the initial receipt of such monies the “Reinvestment Period”) (provided, that if the Borrower has entered into a binding commitment to reinvest any such Net Cash Proceeds at any time prior to the end of the Reinvestment Period, then such Reinvestment Period shall be extended for an additional 180 days with respect to such committed amount of such Net Cash Proceeds), then the Borrower or Subsidiary whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party purchase or construction of other assets useful in the business of Borrower or such Subsidiary unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which Execution Version case, any amounts not prohibited by this Section 8.05, such Loan Party so utilized shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within 10 Business Days of the date of receipt by Borrower or any Disposition unless other Loan Party of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Borrower or any other Loan Party of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d) or (n) (except to the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation extent such payment is required pursuant to such clause (n)) of the transaction definition of Permitted Dispositions and, prior to the payment in full of the Term Loan Debt, excluding sales or dispositions of Term Loan Priority Collateral (as defined in the Intercreditor Agreement)) to the extent the Net Cash Proceeds of such sales and dispositions exceed $3,000,000 in the aggregate during the term of this Agreement, Borrower shall be prepay the outstanding principal amount of the Obligations (without any reduction in the Revolver Commitments) in accordance with Section 2.4(f) in an amount not less than the fair market value equal to 100% of the Property disposed of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or any other Loan Party, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Borrower or such other Loan Party, as applicable, completes such replacement, purchase, or construction within 180 days after the initial receipt of such *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies in an aggregate amount not to exceed $5,000,000 in any fiscal year to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that either (x) such applicable period shall have expired without such replacement, purchase, or construction being made or completed, or (y) there shall occur an Event of Default that is continuing, then, in either case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with Section 2.4(f)(ii) (without any reduction in the terms hereof Revolver Commitments). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make Within two (2) Business Days of the date of receipt by any Disposition unless of the Loan Parties of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by any of the Loan Parties of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (k), (l), or (n) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and definition of Permitted Dispositions), Borrowers shall be prepay the outstanding principal amount of the Term Loan 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 (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrowers shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of the Loan Parties, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) the applicable Loan Parties complete such replacement, purchase, or other construction within one-hundred eighty (180) days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock of a Loan Party not prohibited by this Section 8.05disposition unless and to the extent that such applicable period shall have expired without such replacement, such Loan Party purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless (a) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation Within 1 Business Day of the transaction and date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (b), (e), (f), (g), (h), (i), (n), (o) or (p) of the 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 of such Net Cash Proceeds (including condemnation awards and (bpayments in lieu thereof) the total book value of all of the assets sold received by such Person in connection with such sales or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal yeardispositions; provided that, in determining compliance with this Section 8.05 respect to any such sale or disposition resulting from a Disposition shall be excluded to the extent the net proceeds of such Disposition are used within a period of 365 days following such Disposition to acquire assets casualty loss or property useful in the ordinary course of business of the Company or its Subsidiaries. Notwithstanding the foregoingcondemnation, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. so long as (“TCM”A) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful in the ordinary course of business of the Company or its Subsidiaries and having a value equal to the value of such assets sold, leased or otherwise disposed of and/or (ii) repurchase Indebtedness as required by Section 10.5(2) of the Note Purchase Agreement. Provided that no Default or Event of Default exists shall have occurred and is continuing or arises would result therefrom, upon (B) Borrower shall have given Agent prior written notice of Borrower's intention to apply such monies to the salecosts of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, exchange(C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, transfer and (D) Parent or other its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, then the Loan Party whose assets were the subject of such sale or disposition resulting from a casualty loss or condemnation shall have the option to apply such monies to the costs of all replacement of the assets that are the subject of such sale or Capital Stock disposition or the costs of a Loan Party not prohibited by this Section 8.05, purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be deemed automatically paid to Agent and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS applied in accordance with the terms hereof Section 2.4(f)(ii). Nothing contained in this Section 2.4(e)(ii) shall not constitute a Material Adverse Effectpermit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. Make any Disposition unless or enter into any agreement to make any Disposition, except (ai) the consideration paid in connection therewith shall be cash Dispositions of obsolete or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the Property disposed of and (b) the total book value of all of the assets sold worn out property, whether now owned or otherwise disposed of by the Company and its Subsidiaries in all such transactions in any fiscal year of the Company represent less than fifteen percent (15%) of Consolidated Total Assets determined as of the last day of the immediately preceding fiscal year; provided thathereafter acquired, in determining compliance with this Section 8.05 a Disposition shall be excluded the ordinary course of business, (ii) Dispositions of inventory in the ordinary course of business, (iii) Dispositions of equipment or real property to the extent that (x) such property is exchanged for credit against the net purchase price of similar replacement property or (y) the proceeds of such Disposition are used within a period reasonably promptly applied to the purchase price of 365 days following such Disposition to acquire assets replacement property, (iv) any Transaction Party may lease (as lessee) or license (as licensee) real or personal property useful in the ordinary course of business of so long as such lease or license does not create a Capital Lease Obligation except to the Company extent permitted under Part 16(c), (v) any Transaction Party may grant licenses or its Subsidiaries. Notwithstanding the foregoing, the parties hereto agree that the Company may sell the assets or Capital Stock of Teledyne Continental Motors, Inc. (“TCM”) and/or Teledyne Mattituck Services, Inc. (“TMS”) including, without limitation, any intellectual property owned by the Company or any other Subsidiary necessary for the use and operation of the assets of TCM and/or TMS for cash consideration; provided that, the net proceeds of such Disposition are used by the Company within a period of 365 days following such Disposition to (i) acquire productive assets or property useful sublicenses in the ordinary course of business to other Persons not materially interfering with the conduct of the Company business of such Transaction Party, (vi) any Transaction Party may liquidate or otherwise dispose of Cash Equivalents in the ordinary course of business, in each case for cash at fair market value, (vii) any Transaction Party may dispose of property and assets to the extent such property and assets were the subject of a casualty or of condemnation proceedings upon the occurrence an event that gives rise to the receipt by Party B or any of its Subsidiaries and having or any cash insurance proceeds or condemnation awards payable (1) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to any property or assets of such Transaction Party or (2) under any policy of insurance maintained by any of them; provided that in each such case Party B has a value equal Lien on the cash insurance proceeds or condemnation awards to the value extent arising from any property which constitutes Collateral, (viii) Dispositions of such any vehicles in the ordinary course of business, and (ix) Dispositions of property or assets sold, leased or in transactions not otherwise disposed of and/or permitted by this clause (iih) repurchase Indebtedness as required by Section 10.5(2) of provided that the Note Purchase Agreement. Provided that no Default or Event of Default exists or arises therefrom, upon the sale, exchange, transfer or other disposition of net proceeds received from all of the assets or Capital Stock of a Loan Party not prohibited by property sold pursuant to this Section 8.05, such Loan Party shall be deemed automatically and unconditionally released and discharged from all obligations hereunder without any further action required on the part of the Administrative Agent or any Lender. The Administrative Agent shall, upon the Loan Parties’ request and at the Loan Parties’ expense, deliver such documentation as is reasonably necessary to evidence such release and discharge. For purposes of clarification, the release of TCM and/or TMS in accordance with the terms hereof clause (h) shall not constitute a Material Adverse Effectexceed $5,000,000 in any fiscal year.