Asset Dispositions; Event of Loss. Subject to [Section 2.06(f)(i)] below:

Asset Dispositions. Make any Asset Disposition, except:

Asset Dispositions. Until the Discharge of First Lien Debt has occurred, the Second Lien Secured Parties shall consent and not otherwise object to a sale or other disposition of any Collateral under the Bankruptcy Code, including [[Sections 363, 365 and 1129]9]9]]9]9] or under any comparable provision of any other Bankruptcy Law, free and clear of any Liens thereon securing Second Lien Debt (and including any motion for bid or other procedures relating to such sale or disposition), if the First Lien Secured Parties have consented to such sale or other disposition (or such procedures) so long as the net cash proceeds are applied # pursuant to court order such that

Asset Dispositions. (A) If # any member of the Restricted Group Disposes of any property or assets (other than any Disposition # to a Loan Party or # by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to [[Section 7.05(f)(ii), (k), (l), (p), (q) or (r)(ii), or (y)])])])])])])]])])])])])])] any Casualty Event occurs, and any transaction or series of related transactions described in the [foregoing [clauses (x) and (y)])]])] results in the receipt by members of the Restricted Group of aggregate Net Cash Proceeds in excess of ​ in any fiscal year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), # the Borrower shall give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Cash Proceeds and # except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with [Section 2.05(b)(i)(B)], the Borrower shall prepay, subject to [Section 2.05(b)(vii)], an aggregate principal amount of Term Loans in an amount equal to all Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof by such member of the Restricted Group; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a first lien “equal and ratable” basis with Liens securing the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, to the extent not deducted in the calculation of Net Cash Proceeds, in each case in an amount not to exceed the product of # the amount of such Net Cash Proceeds and # a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02]) and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness (or to the extent such amount is not in Dollars, such equivalent amount of such Indebtedness converted into Dollars as determined in accordance with [Section 1.08] and [Section 3.02]).

Event of Loss. No Event of Loss or Material Damage with respect to the Aircraft shall have occurred since the issuance of the Technical Acceptance Certificate to Buyer;

all net after-tax gain, loss, expense or charge attributable to business dispositions and asset dispositions other than in the ordinary course of business (as determined in good faith by the Borrower Representative) will be excluded;

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. 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 ​ 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 ​ 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. Make any Disposition, except:

Termination Event. As soon as possible and in any event within ten days after the Company knows that any Termination Event has occurred, a statement, signed by an Authorized Officer of the Company, describing such Termination Event and the action which the Company and the members of the Controlled Group propose to take with respect thereto;

Insolvency Event. An Insolvency Event shall have occurred with respect to ​ or any Affiliate; or

Covered Event. For purposes of this Policy, a “Covered Event” shall mean that a Covered Officer engages in any of the following conduct: # Covered Officer is convicted of or pleads guilty (or nolo contendere) to a felony, or a crime involving moral turpitude and, in either case, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise); # Republic determines that Covered Officer knowingly committed a material violation of any of Republic’s policies, rules or guidelines; # Covered Officer breaches a fiduciary duty or the terms of any confidentiality or other restrictive covenants, in each case, owed to or in favor of Republic; or # Republic determines that Covered Officer willfully engaged in conduct, or willfully failed to perform assigned duties, the result of which exposes Republic to serious actual or potential injury (financial, reputational or otherwise).

Exclusion Event. There occurs an Exclusion Event which has resulted or would be reasonably likely to result in non-compliance with any of the financial covenants set forth in [Section 7.18].

Upon the occurrence of the Triggering Event and if Service Provider is unable to cure as described in [Section 1.(e)], Service Provider shall be obligated to promptly transfer to Owners a full and complete copy of the then-existing Facility IP in the file format(s) as they exist in Service Provider’s and its Affiliates’ systems and files, and Owners’ license with respect to the then existing Facility IP as described in [Section 2] above, shall become immediately exercisable and enforceable by Owners. If Service Provider fails to perform a particular type or category of Services but continues to perform other types or categories of Services, such event will be considered a Triggering Event only as to the category of Service which Service Provider failed to perform. Accordingly, if Service Provider is unable to cure in this instance, Service Provider shall transfer a copy of the portion of the then-existing Facility IP corresponding to that category of Service which led to the Triggering Event and the terms herein shall apply to that licensed portion of Facility IP. Owners’ partial exercise of this Facility IP License shall not preclude or prejudice Owners from receiving or exercising any additional partial or full licenses of Facility IP pursuant to [Sections 2 and 3]3] due to any additional Triggering Events.

Payment Event. Subject to the satisfaction of the conditions in [Section 3.3], each Participant will be eligible to receive a bonus payment under this Plan (a "Bonus") upon a Class A Member Exit and/or a Sale, defined as follows:

a notice shall have been issued to convene a meeting for the purpose of passing a resolution to wind up that Party, or such a resolution shall have been passed other than a resolution for the solvent reconstruction or reorganisation of that Party;

Adjustment Event. If an Adjustment Event occurs, the parties must do all things necessary to make sure that the Adjustment Event may be properly accounted for, including the issue of an Adjustment Note.

losses, charges and expenses attributable to asset sales or other dispositions or the repurchase, redemption, sale or disposition of any equity interests of any Person other than in the ordinary course of business; minus

Loss of Eligibility Status. A Participant under this Plan who separates from employment with the Company or its Subsidiaries, or who ceases to be a Director, or who transfers to an ineligible employment position will continue as an inactive Participant under this Plan until all RSUs deferred under the Plan have been settled.