Dispositions. Within three Business Days after the date of receipt during a Cash Dominion Period by any Loan Party or any of its Restricted Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition of assets of any Loan Party or any of its Restricted Subsidiaries (including Net Cash Proceeds of insurance or arising from casualty losses or condemnations and payments in lieu thereof, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with [Section 2.4(f)] in an amount equal to the lesser of # 100% of such Net Cash Proceeds received by such Person in connection with such sales or dispositions and # the amount necessary to cause Excess Availability to equal or exceed 15% of the Maximum Revolver Amount.

Dispositions. Make any Disposition, except:

Dispositions. To the extent any 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) of the definition of Permitted Dispositions), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to one hundred percent (100%) of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided, that, # on the date of any such sale or other disposition arising from casualty losses or condemnation proceedings and after giving effect thereto, no Default or Event of Default exists or shall have occurred and be continuing, # such Borrower shall have given Agent prior written notice of such Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition 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, # the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and # such Borrower or 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 replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in [clause (C) above] shall be paid to Agent and applied in accordance with Section 2.4(f)(ii); provided, that, no Loan Party nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such replacements, purchases, or construction in excess of $2,000,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii) shall permit any Loan Party to sell or otherwise dispose of any assets other than in accordance with Section 6.4.

Dispositions. If the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds from any Disposition pursuant to [Section 7.05(f) or 7.05(m)])] or any Recovery Event which results in the realization by such Person of Net Cash Proceeds in excess of $50,000,000 per transaction or series of related transactions and $100,000,000 in the aggregate for all such Dispositions or Recovery Events in any fiscal year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to the lesser of # 100% of such Net Cash Proceeds and # the aggregate outstanding amount of all Term Loans immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, # with respect to any Net Cash Proceeds realized under a Disposition or Recovery Event described in this [Section 2.05(b)(i)], at the election of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful assets in the business so long as within twelve (12) months after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated or a written commitment therefor shall have been signed (in either case, as reported in a notice provided by the Borrower in writing to the Administrative Agent); provided further, however, in the case of written commitment to invest such Net Cash Proceeds within twelve (12) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within eighteen (18) months after the receipt of such Net Cash Proceeds; provided further, however, that any Net Cash Proceeds not subject to such written commitment or not so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this [Section 2.05(b)(i) and (2)])] if at the time that any such prepayment under this [Section 2.05(b)(i)] would be required, the Borrower or any of its Restricted Subsidiaries is required to offer to repurchase or prepay any Indebtedness that is secured by a Lien ranking pari passu with the Liens securing the Term Loans pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition or Recovery Event (such Indebtedness required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this [Section 2.05(b)(i)] shall be reduced accordingly (provided that # the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof and # to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof).

Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers # of Inventory in the ordinary course of business; # of worn-out, surplus or obsolete Equipment that is, in the reasonable judgment of Co-Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Co-Borrower; # consisting of Permitted Liens and Permitted Investments; # consisting of the sale or issuance of any stock of Co-Borrower permitted under Section 7.2 of this Agreement; # consisting of Co-Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; # of non-exclusive licenses for the use of the property of Co-Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; # transfers of assets among Co-Borrower (including without limitation in connection with the dissolution of such Co-Borrower so long as such Co-Borrower is not [[Twist Bioscience:Organization]]; and # other Transfers not otherwise permitted pursuant to this provision so long as the fair market value of the assets subject to any such Transfer does not in the aggregate exceed One Hundred Thousand Dollars ($100,000) in any fiscal year.

Dispositions. In the event that any Borrower or any of its Subsidiaries receives Net Cash Proceeds in respect of any Disposition, then, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds and the Revolving Commitments shall be permanently reduced by the amount of such prepayment.

Net Loss. Net Loss of the Partnership with respect to any fiscal period shall mean that excess of all operating expenses for such period over the gross sales for such period, as those terms are defined herein, determined on an accrual basis and determined without regard to amounts deducted by the Partnership for cost recovery of tangible assets or amortization of capitalized expenditures or other capital accounts.

If any property or asset of any Contributed Entity is taken by condemnation after the Execution Date and prior to the Initial Closing (a “Initial Closing Condemnation Loss”), Crestwood shall prepare and deliver to CEGPS no later than 15 days following such event, a good faith and reasonable estimate of the sum of, without double-counting, # the value of such taken property or asset plus # the amount of any lost profits reasonably expected after the Initial Closing as a result of such Initial Closing Condemnation Loss, in each case of the [foregoing clauses (i) and (ii)])], net of and after giving effect to the amount of any condemnation awards to be received by the Contributed Entities as a result of the Initial Closing Condemnation Loss (such calculation, an “Initial Closing Condemnation Value Calculation”). If CEGPS reasonably objects to the Initial Closing Condemnation Value Calculation prepared by Crestwood and delivers a Notice of such objection to Crestwood within 10 days of receipt of the Initial Closing Condemnation Value Calculation prepared by Crestwood, then Crestwood shall cause an independent firm selected by Crestwood and reasonably acceptable to CEGPS to prepare, within a 20-day period, an alternative Initial Closing Condemnation Value Calculation which shall be final, conclusive and binding on the Parties (the “Initial Closing Condemnation Value”). If CEGPS fails to object to the Initial Closing Condemnation Value Calculation prepared by Crestwood within 10 days of having received such calculation, then the Initial Closing Condemnation Value Calculation prepared by Crestwood shall be deemed to be the Initial Closing Condemnation Value. If the Initial Closing or the Initial End Date is expected to occur prior to the finalization of the Initial Closing Condemnation Value, then the Initial Closing Date shall be extended, if necessary, to no earlier than the 15th Business Day after such Initial Closing Condemnation Value is finalized and the Initial End Date shall be extended to no earlier than the 17th Business Day after such Initial Closing Condemnation Value is finalized.

. For purposes of determining compliance with ‎Section 6.01, ‎Section 6.02, ‎[Section 6.04], ‎[Section 6.06] or ‎[Section 6.09], with respect to any Indebtedness, Liens, Investments, Asset Sales or other dispositions, or prepayments of other Indebtedness in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time the Borrower or one of its Subsidiaries is contractually obligated to incur, make or acquire such Indebtedness, Liens, Investments, Asset Sales or other dispositions or prepayments of other Indebtedness (so long as, at the time of entering into the contract to incur, make or acquire such Indebtedness, Liens, Investments, Asset Sales or other dispositions or prepayments of other Indebtedness, it was permitted hereunder) and once contractually obligated to be incurred, made or acquired, the amount of such Indebtedness, Liens, Investments, Asset Sales or other dispositions or prepayments of other Indebtedness, shall be always deemed to be at the Dollar amount on such date, regardless of later changes in currency exchange rates.

“Asset Disposition” means any disposition, whether by sale, lease, license, transfer or otherwise, of any or all of the property of the Borrower or any of its Subsidiaries, other than # any sale or issuance of Equity Interests of any Subsidiary to the Borrower or any other Subsidiary, # dispositions of cash and Cash Equivalents in the ordinary course of business or for any purposes permitted under this Agreement, # sales of inventory in the ordinary course of business, # dispositions of assets which have become obsolete or, in the Borrower’s reasonable judgment, no longer used or useful in the business of the Borrower and its Subsidiaries, # dispositions of any Governmental Fueling Facility (including of any rights and interests under any agreement between the Borrower or any of its Subsidiaries and any Governmental Authority), # leases and subleases of equipment in the ordinary course of business, and # any loss, destruction or damage of such property, or any actual condemnation, seizure or taking, by exercise of eminent domain or otherwise, of such property, or any confiscation or requisition of the use of such property; provided that, for purposes of Section 2.06(c)(i) and the related definitions, the term “Asset Disposition” shall mean Asset Dispositions by the Borrower or any of its Subsidiaries made in reliance on Sections 6.04(c) and 6.04(h))] of property the Net Proceeds of which is $1,000,000 or more with respect to any such Asset Disposition and $2,000,000 or more with respect to all such Asset Dispositions consummated during any one fiscal year.