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 $10,000,000 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]).

The Parties are executing this Option Agreement pursuant to the terms of the Asset Purchase Agreement among HLTT, HWC, PBI and PTG. (the “Asset Purchase Agreement”).

Required Consents ASSET PURCHASE AGREEMENT

Amendment of Purchase Agreement. Subject to the satisfaction or waiver in writing by [[Organization H:Organization]]​ach condition precedent set forth in Section 6 of this Third Amendment Agreement, the Purchase Agreement shall, effective as of the Effective Date, be amended in the manner provided in this Section 1.

Second Tier Purchase Agreement. The Second Tier Purchase Agreement is the only agreement pursuant to which the Borrower purchased the Receivables and the related Contracts.

Agreement and Purchase Price. The Investor shall have duly executed and delivered to the Company this Agreement. At the Closing, the Investor shall have tendered to the Company the Purchase Price by wire transfer of immediately available funds to the account specified in writing by the Company prior to the date hereof.

Purchase and Sale Agreement. The Purchase and Sale Agreement is in full force and effect, and, to the knowledge of Holdings and the Borrower, no party to the Purchase and Sale Agreement has sought to modify, amend or waive any of the provisions thereof, # except as disclosed in or contemplated by the Purchase and Sale Agreement, no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body was required for the execution and delivery of, or is required for the performance of, the Purchase and Sale Agreement by Holdings and, to the knowledge of Holdings and the Borrower, by any of the other parties thereto and the consummation of the transactions contemplated thereby, and # other than the Purchase and Sale Agreement and the agreements disclosed therein or contemplated thereby (including the ancillary agreements relating to the Acquisition), there are no other material agreements relating to Holdings’ proposed acquisition of the equity interests to be acquired pursuant to the Purchase and Sale Agreement.

“Wound Care” shall have the meaning set forth in the Asset Purchase Agreement.

Modification of Purchase Price. [Section 2.3(a)] of the Asset Purchase Agreement is hereby deleted in its entirety and replaced with the following:

c/o [[Organization E:Organization]]