Risk of Loss. The risk of loss from any casualty to the Products, regardless of the cause, shall be on Seller until the time of receipt of the Products by Purchaser at Purchaser’s delivery destination and until Purchaser has completed any proper receipt inspection.

Loss of Eligibility. In the event that any Participant ceases to satisfy the eligibility conditions of Section 2.1, such Participant shall nevertheless continue to be eligible to receive benefits under this Plan, however, no additional benefits shall accrue under the Plan unless and until he or she shall re-attain eligibility hereunder.

Make any Asset Dispositions (including any Sale Leaseback Transaction) other than # the sale of inventory in the ordinary course of business for fair consideration, # the sale or disposition of machinery and equipment no longer used or useful in the conduct of any Credit Party’s or any such Subsidiary’s business, # the sale or disposition of Securitization Receivables or account receivables in connection with a factoring arrangement permitted hereunder and Related Assets in connection with a Securitization Transaction or factoring arrangement permitted hereunder, or # such other Asset Dispositions, provided that # the consideration for such assets disposed of represents the fair market value of such assets at the time of such Asset Disposition; and # the cumulative net book value of all Asset Dispositions by any Credit Party and any of its Subsidiaries during any single fiscal year shall not exceed 20% of Consolidated Total Assets determined as of the end of the most recently completed fiscal year.

“Cumulative Retained Asset Sale Proceeds Amount” means the cumulative portion (since the Closing Date) of the Net Proceeds of Dispositions not required to be applied to prepay the Loans pursuant to [Section 2.05(b)(ii)] due to the Applicable Asset Sale Percentage being less than 100%.

Dispositions of property # resulting from the condemnation thereof or # that has suffered a casualty (constituting a total loss or constructive total loss of such property), in each case upon or after receipt of the condemnation proceeds or insurance proceeds of such condemnation or casualty, as applicable;

“Asset Sale” means the Disposition (by way of merger, casualty, condemnation or otherwise) by ESI or any of its Restricted Subsidiaries to any Person other than a Loan Party of # any Equity Interests of any Restricted Subsidiary (other than directors’ qualifying shares and employee options granted in the ordinary course of business) or # any other assets of ESI or any of its Restricted Subsidiaries, including Equity Interests of any Person that is not a Subsidiary (other than # inventory disposed of in the ordinary course of business or the disposition of excess, damaged, obsolete, worn out or no longer needed assets, scrap and Cash Equivalents, # dispositions between Restricted Subsidiaries permitted by [Section 8.04(c)], clause (c) of the definition of “Permitted Intercompany Transaction” with respect to dispositions or acquisitions of any Subsidiary of a Borrower that is not a Loan Party or clause (d) of the definition of “Permitted Intercompany Transaction” relating to Dispositions with respect to any Excluded Subsidiary), # dispositions permitted by [Section 8.04(h)] and dispositions of non-core assets acquired in connection with any Permitted Acquisition or Investment permitted hereunder and # any Permitted Sale Leaseback Transaction); provided that any asset sale or series of related asset sales described above having a value not in excess of $5,000,000 in any single transaction or series of related transactions shall be deemed not to be an “Asset Sale” for purposes of this Agreement and provided further that the Arysta Sale shall not be deemed to be an “Asset Sale” for purposes of this Agreement.

Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1.00 at any time. The Borrower will not permit the “asset coverage” ratio under the Investment Company Act to be less than the percentage required under the Investment Company Act for the Borrower to issue or sell any class of senior security (as defined under the Investment Company Act).

TFF Asset Contribution. The Contributor hereby contributes, transfers, assigns, conveys and delivers to the Company, free and clear of all liens, claims, security interests or other encumbrances, the TFF Assets, as more specifically described below:

Asset Management Services. Gyrodyne shall or, subject to reimbursement pursuant to [Article 8], shall retain other Persons to (but shall remain responsible to GSD):

SECTION # Limitations on Dispositions of Assets. (a) Holdings and the Borrower will not, and will not cause or permit any Restricted Subsidiary to, make any Asset Disposition unless: # Holdings (or the Borrower or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value thereof, and # not less than 70% of the consideration received by Holdings (or the Borrower or such Restricted Subsidiary, as the case may be) from such Asset Disposition and all other Asset Dispositions since the Closing Date, on a cumulative basis, is in the form of cash, Cash Equivalents and Marketable Securities; provided that the Borrower and the Restricted Subsidiaries will not be required to comply with the requirements of this subclause # to the extent that the non-cash consideration received in connection with such Asset Disposition, together with the sum of all non-cash consideration received in connection with all prior Asset Dispositions that has not yet been converted into cash, Cash Equivalents or Marketable Securities, does not exceed $25.0 million; provided, however, that when any non-cash consideration is converted into cash, Cash Equivalents or Marketable Securities, such cash shall constitute Net Cash Proceeds and be subject to [Section 2.03].