Dispositions and Involuntary Dispositions. Borrower shall prepay the Term Loans as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds in excess of $5,000,000 in the aggregate received by Borrower or any Subsidiary within 30 days of receipt thereof as a result of # any Disposition (other than Permitted Transfers or a Sale and Leaseback Transaction with respect to the Specified Property) of assets constituting Collateral, # at the Agent’s request in its reasonable credit judgment, any Involuntary Disposition of assets constituting Collateral (other than the Specified Property) or # Equity Interests owned by Borrower or any of its Subsidiaries constituting Collateral.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by Borrowers or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within ten (10) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied # until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $2,500,000 and # at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within 12 months after the receipt of such Net Cash Proceeds (or reinvests all or any portion of such Net Cash Proceeds in like assets within 18 months after receipt thereof if a contractual commitment to reinvest is entered into within 12 months after receipt thereof); provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall promptly (and, in any event, within five (5) Business Days) prepay the Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of all Dispositions and Involuntary Dispositions to the extent such Net Cash Proceeds are not reinvested in Eligible Assets within 270 days of the date of such Disposition or Involuntary Disposition. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions consummated in reliance on [Section 7.05(c)] and all Involuntary Dispositions, to the extent that such Net Cash Proceeds # exceed $15,000,000 in any Fiscal Year and # are not reinvested in property (other than current assets) that is used or useful in the line of businesses of the Borrower and its Subsidiaries within three-hundred and sixty (360) days after the receipt of such Net Cash Proceeds (or, if committed to be reinvested in such property within three-hundred and sixty (360) days after receipt thereof, within one-hundred and eighty (180) days following such commitment); provided, that, such Net Cash Proceeds that have not been so reinvested shall, within three (3) Business Days after such reinvestment period expires, be applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions consummated in reliance on [Section 7.05(c)] and all Involuntary Dispositions, to the extent that such Net Cash Proceeds # exceed $15,000,000 in any Fiscal Year and # are not reinvested in property (other than current assets) that is used or useful in the line of businesses of the Borrower and its Subsidiaries within three-hundred and sixty (360) days after the receipt of such Net Cash Proceeds (or, if committed to be reinvested in such property within three-hundred and sixty (360) days after receipt thereof, within one-hundred and eighty (180) days following such commitment); provided, that, such Net Cash Proceeds that have not been so reinvested shall, within three (3) Business Days after such reinvestment period expires, be applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

Dispositions . Make any Disposition or enter into any agreement to make any Disposition, except:

Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions generating less than $200,000 of Net Cash Proceeds) and Involuntary Dispositions within five (5) Business Days of the date of such Disposition or Involuntary Disposition; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied # until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $5,000,000 and # if, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition), such Loan Party (directly or through one or more of its Subsidiaries) reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current assets) within 365 days of the date of such Disposition or Involuntary Disposition (or to the extent it commits within such 365-day period to make such reinvestment, within one hundred eighty (180) days after such 365-day period); provided, further, that, for purposes of the [foregoing clause (B)], if such Net Cash Proceeds shall have not been so reinvested by the end of such period(s), such Net Cash Proceeds shall be applied within five (5) Business Days after the last day of such period to prepay the Loans and/or Cash Collateralize the L/C Obligations as provided in this [Section 2.05(b)]. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (iii) below.

Dispositions and Involuntary Dispositions. The Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to [Section 7.05(b), (c), (d), (e) and (h)])])])])]) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days of the later of the date of the related Disposition and the date of such receipt; provided, however, # that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied # until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to or greater than $1,000,000 and # at the election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds shall have not been so reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and # that for Dispositions permitted pursuant to [Section 7.05(f), (g) and (i)])])], the Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such Disposition) shall prepay the Loans

Dispositions and Involuntary Dispositions. The Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any Disposition referred to below) shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than Dispositions permitted pursuant to [Section 7.05(b), (c), (d), (e) and (h)])])])])]) and Involuntary Dispositions, as to each receipt of any Net Cash Proceeds, within five (5) Business Days of the later of the date of the related Disposition and the date of such receipt; provided, however, # that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied # until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Domestic Borrower is equal to or greater than $1,000,000 and # at the election of the Domestic Borrower (as notified by the Domestic Borrower to the Administrative Agent on or prior to the date of such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets (but specifically excluding current assets as classified by GAAP) within one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided that if such Net Cash Proceeds shall have not been so reinvested they shall be immediately applied to prepay the Loans and/or Cash Collateralize the L/C Obligations and # that for Dispositions permitted pursuant to [Section 7.05(f), (g) and (i)])])], the Borrowers (as to the Foreign Borrower, limited to prepayment of Foreign Obligations, and limited to Net Cash Proceeds received by the Foreign Borrower or any of its Subsidiaries from any such Disposition) shall prepay the Loans

Dispositions. Convey, sell, lease, license, 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 (each of the following, a “Permitted Transfer”) # of Inventory in the ordinary course of business (which shall include, for the avoidance of doubt, any Transfers of Inventory pursuant to a distribution and/or license agreement with a third party to the extent the same is otherwise permitted under this Agreement); # of worn out or obsolete Equipment or other Equipment which is being replaced by Equipment of reasonably equivalent or better value or usefulness; # in connection with or constituting Permitted Liens, Permitted Investments and Permitted Licenses; # of cash and Cash Equivalents in connection with transactions not prohibited hereunder in the ordinary course of business; and # of other property (other than Intellectual Property) not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year.