Common use of Prepayments from Asset Dispositions Clause in Contracts

Prepayments from Asset Dispositions. Within five (5) Business Days after the receipt by a Credit Party or any Subsidiary of a Credit Party of any Net Cash Proceeds from an Asset Sale or Net Casualty/Condemnation Proceeds, the Borrower shall cause 100% of such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to be applied to prepay the Loans; provided however that if the Borrower notifies each of the Administrative Agent and the Revolving Agent in writing within such five (5) Business Day period that the applicable Credit Party or Subsidiary has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Party, then the applicable Credit Party or Subsidiary, shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent and the Revolving Agent within two hundred seventy (270) days of the receipt thereof; provided further, that to the extent such proceeds have not been used or irrevocably committed to be used for such a purpose within two hundred seventy (270) days of the receipt thereof, such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied to prepay the Loans in accordance with Section 1.09. All prepayments under this Section 2.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans in accordance with the terms of the preceding sentence).

Prepayments from Asset Dispositions. Within five Without limiting the restrictions set forth in SECTIONS 8.7 and 11.7, the Obligors agree that (5i) Business Days immediately upon the receipt by any Obligor of the proceeds of any Asset Disposition of Bank Priority Collateral, the Obligors shall apply such proceeds as provided in SECTION 4.9(C), and (ii) within 10 days after the receipt by a Credit Party or any Subsidiary Obligor of a Credit Party the Net Proceeds of any Asset Disposition of assets other than Bank Priority Collateral, the Obligors shall apply such Net Cash Proceeds as provided in SECTION 4.9(C) or to the redemption or repurchase of outstanding Bonds, provided, however, that the Obligors shall not be required to make such application pursuant to clause (ii) above to the extent that the Net Proceeds from an Asset Sale or Net Casualty/Condemnation ProceedsDispositions during any fiscal year of the Obligors do not exceed, in the aggregate, $200,000. Concurrently with the making of any such application, the Borrower Borrowers' Agent shall cause 100% deliver to the Agent a certificate of such Net Cash Proceeds or Net Casualty/Condemnation Proceeds the Financial Officer demonstrating the calculations of the amount required to be applied to prepay the Loans; provided however that if the Borrower notifies each of the Administrative Agent and the Revolving Agent in writing within such five (5) Business Day period that the applicable Credit Party or Subsidiary has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Party, then the applicable Credit Party or Subsidiary, shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent and the Revolving Agent within two hundred seventy (270) days of the receipt thereof; provided further, that to the extent such proceeds have not been used or irrevocably committed to be used for such a purpose within two hundred seventy (270) days of the receipt thereof, such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied to prepay the Loans in accordance with Section 1.09. All prepayments under this Section 2.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of the Net Proceeds from Asset Dispositions of assets other than Bank Priority Collateral pursuant to CLAUSE (II) above, the amount of such Net Cash Proceeds to be applied as provided in prepayment SECTION 4.9(C) and the amount of such Net Proceeds to be applied to the redemption or repurchase of outstanding Bonds. Notwithstanding the foregoing, to the extent that the gross proceeds from Asset Dispositions of assets other than Bank Priority Collateral during any fiscal year of the Loans Obligors do not exceed, in accordance with the terms aggregate, $2,000,000, if the Obligors reasonably expect such proceeds to be reinvested within six months in productive assets of a kind then used or useable in the business of the preceding sentence)Obligors and that are not subject to any Lien other than Permitted Liens, then the Obligors shall not be required to make the application of Net Proceeds as provided in clause (ii) above, provided that (A) within 10 days after the receipt by any Obligor of such gross proceeds, the Borrowers'Agent shall deliver to the Agent a certificate of the Financial Officer certifying that the Obligors reasonably expect to reinvest such proceeds within six months as provided above, and (B) to the extent that the Obligors fail to reinvest such proceeds within six months as provided above, (x) the Obligors shall immediately apply the unreinvested amount as provided in Section 4.9(c) or to the redemption or repurchase of outstanding Bonds and (y) the Borrowers' Agent shall deliver to the Agent a certificate of the Financial Officer demonstrating the calculations of the amount required to be applied and the amount of such Net Proceeds to be applied as provided in Section 4.9(c) and the amount of such Net Proceeds to be applied to the redemption or repurchase of outstanding Bonds.

Prepayments from Asset Dispositions. Within five three (53) Business Days after the receipt by a Credit Party or any Subsidiary of a Credit Party of any Net Cash Proceeds from an Asset Sale or of Term Loan Priority Collateral, Net Casualty/Condemnation Proceeds of Term Loan Priority Collateral, or Extraordinary Receipts on account of Term Loan Priority Collateral (including, without limitation, Xxxx County Net Proceeds), the Borrower Borrowers shall cause prepay, together with the Applicable Prepayment Fee and the Applicable Reduction Fee, 100% of such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to be applied to prepay the LoansTerm Loan Obligations; provided, however, that up to $12,000,000 of the Xxxx County Net Proceeds need not be applied to prepay the Term Loan Obligations but may be retained by the Borrowers for reinvestment in its business or for any lawful purpose not otherwise prohibited by this Agreement; and further provided however that if the Administrative Borrower notifies each of the Administrative Agent and the Revolving Agent in writing within such five three (53) Business Day period following the receipt of such proceeds that it or the applicable Credit Party or Subsidiary has applied or intends to apply such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Partythe Borrowers and their Subsidiaries, then the Borrowers or the applicable Credit Party Subsidiary shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds (including Xxxx County Net Proceeds) as specified for a period of one hundred and eighty (180) days following the receipt thereof; provided further that, if the Administrative Borrower notifies the Administrative Agent in writing within the 180 day period following the receipt of such proceeds that it or Subsidiarythe applicable Subsidiary intends to apply such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to acquire, construct, improve, upgrade, or invest in long term assets used or useful in the business of the Borrowers and their Subsidiaries, then the Borrowers or the applicable Subsidiary shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent specified for a period of three hundred and the Revolving Agent within two hundred seventy sixty five (270365) days of following the receipt thereof; provided furtherfurther that, that each Lender, to the extent of such Lender’s Pro Rata Share in Xxxx County Net Proceeds in excess of $12,000,000, shall have the right to refuse payment of any such proceeds tendered to such Lender; provided further that, to the extent such proceeds have not been used or irrevocably committed to be used for such a purpose within two hundred seventy (270) days so invested as of the receipt thereofend of such period, all such Net Cash Proceeds or Proceeds, Net Casualty/Condemnation Proceeds Proceeds, or Extraordinary Receipts, shall be applied tendered to the Administrative Agent within three (3) Business Days to prepay the Loans in accordance with Section 1.09. All prepayments under this Section 2.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans in accordance with the terms of the preceding sentence)Obligations.

Prepayments from Asset Dispositions. Within five (5) Business Days after the Immediately upon receipt by a Credit Party or any Subsidiary of a Credit Party of any Net Cash Proceeds from an Asset Sale Disposition or Net Casualty/Condemnation Proceedssale-leaseback transaction in either case in excess of $2,000,000 for any single transaction or series of related transactions during any Fiscal Year, the Borrower shall cause 100% of apply such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to be applied first to prepay the Loans; provided however that if Term Loans on a pro rata basis in accordance with the Borrower notifies respective outstanding principal amounts thereof (and shall be further applied on a pro rata basis to the Scheduled Installments of principal within each of the Administrative Agent Initial Term Loan and any Series of New Term Loans) until the Term Loans are paid in full, and second to reduce the outstanding principal balance of the Revolving Agent in writing within such five (5) Business Day period that Loans, with concurrent permanent reduction of the applicable Credit Party or Subsidiary Revolving Loan Commitment if an Event of Default has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in occurred and is continuing at the business time of such Credit Party or such applicable Subsidiary or any other Credit Party, then prepayments. Notwithstanding the applicable Credit Party or Subsidiary, shall, foregoing so long as no Event of Default shall have occurred and be continuingexists at the time of receipt of such Net Proceeds, be permitted to use such proceeds as notified to Borrower or any Subsidiary may reinvest all remaining Net Proceeds of an Asset Disposition or sale-leaseback transaction within one hundred eighty (180) days (or in the Administrative Agent and case of Net Proceeds received in respect of the Revolving Agent within loss, damage, destruction, casualty or condemnation of any assets of Borrower or its Subsidiaries, two hundred seventy (270) days days) in productive fixed assets of the receipt thereof; provided further, that to the extent such proceeds have not been a kind then used or irrevocably committed usable in the business of Borrower or its Subsidiaries. If Borrower does not intend to be used for such a purpose within two hundred seventy (270) days of the receipt thereof, so reinvest such Net Cash Proceeds or if the applicable period set forth in the immediately preceding sentence expires without Borrower having reinvested such Net Casualty/Condemnation Proceeds Proceeds, Borrower shall be applied to prepay the Loans in accordance with Section 1.09. All prepayments under this Section 2.02(a) shall be accompanied by all accrued and unpaid interest an amount equal to such remaining Net Proceeds applied first to prepay the Term Loans on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans a pro rata basis in accordance with the terms respective outstanding principal amounts thereof (and shall be further applied on a pro rata basis to the Scheduled Installments of principal within each of the preceding sentence)Initial Term Loan and any Series of New Term Loans) until the Term Loans are paid in full and second to reduce the outstanding principal balance of the Revolving Loans, with concurrent permanent reduction of the Revolving Loan Commitment if an Event of Default has occurred and is continuing at the time of such prepayments.

Prepayments from Asset Dispositions. Within Subject to Section 2.02(e), (i) Except as set forth below, within five (5) Business Days after the receipt by a Credit Party or any Subsidiary of a Credit Party of any Net Cash Proceeds (other than from an Excluded Asset Sale or Net Casualty/Condemnation ProceedsDisposition), the Borrower Borrowers shall cause 100% of such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to be applied to prepay the Loans; provided however provided, however, that if the Borrower Representative notifies each of the Administrative Agent and the Revolving Agent in writing within such five (5) Business Day period that the applicable Credit Party or Subsidiary has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Party, then the applicable Credit Party or Subsidiary, shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent and the Revolving Agent within two one hundred seventy eighty (270180) days of the receipt thereof; provided further, that to the extent such proceeds (1) have not been used or irrevocably committed to be used for such a purpose replacement or restoration within two one hundred seventy eighty (270180) days of the receipt thereofthereof or (2) have not been used for such replacement within 180 days of such irrevocable commitment, such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied to prepay the Loans in accordance with Section 1.09Loans, on a pro rata basis. It is agreed that any Net Cash Proceeds of any Disposition consisting of any of the Borrowers’ equity interest in, or a material portion of the assets of, any Foreign Subsidiary not reinvested within the applicable time will be used to prepay the Loans. All prepayments under this Section 2.02(a2.02(a)(i) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a2.02(a)(i) resulting from the receipt of Net Cash Proceedsthat results in a prepayment in full, the any applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans in accordance with the terms of the preceding sentence)Premium.

Prepayments from Asset Dispositions. Within five (5) Business Days after the Immediately upon receipt by a Credit Party the Borrower or any Subsidiary of a Credit Party its Subsidiaries of the Net Proceeds of any Net Cash Proceeds from an Asset Sale or Net Casualty/Condemnation ProceedsDisposition, the Borrower shall cause 100% of such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to be applied to prepay the Loans; provided however that if the Borrower notifies each of the Administrative Agent and the Revolving Agent in writing within such five (5) Business Day period that the applicable Credit Party or Subsidiary has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Party, then the applicable Credit Party or Subsidiary, shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent and the Revolving Agent within two hundred seventy (270) days of the receipt thereof; provided further, that to the extent such proceeds have not been used or irrevocably committed to be used for such a purpose within two hundred seventy (270) days of the receipt thereof, such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied to prepay the Loans in accordance with Section 1.09. All prepayments under this Section 2.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans as provided in accordance SECTION 5.8(C); PROVIDED, HOWEVER, that the Borrower shall not be required to make such prepayment to the extent that the Net Proceeds from Asset Dispositions during any fiscal year of the Borrower do not exceed, in the aggregate, $1 million. Concurrently with the terms making of any such payment, the Borrower shall deliver to Agent a certificate of the preceding sentenceBorrower's Financial Officer demonstrating the calculations of the amount required to be paid. Notwithstanding the foregoing, to the extent that the gross proceeds from Asset Dispositions during any fiscal year of the Borrower do not exceed, in the aggregate, $2 million, if the Borrower reasonably expects such proceeds to be reinvested within six months of receipt in productive assets of a kind then used or useable in the business of the Borrower and that are not subject to any Lien other than the Security Interest in favor of the Agent, for the benefit of the Lenders, than (a) to the extent such proceeds do not exceed the balance from time to time of the Revolving Credit Loan, such proceeds shall be applied to the repayment of the outstanding balance of the Revolving Credit Loans and the Agent shall, until such time as the reinvestment of such proceeds, establish a reserve against the Borrowing Base in the amount of the proceeds so applied and (b)to the extent such proceeds exceed the balance from time to time of the Revolving Credit Loans, the Borrower shall deposit such proceeds with the Agent to be held as Cash Collateral. Upon the Borrower's reinvestment of such proceeds as described above, the Agent shall (provided no Event of Default exists) release its security interest in such Cash Collateral in respect of the reinvested funds and shall eliminate the reserve against the Borrowing Base. To the extent that the Borrower fails to reinvest such proceeds within six months as provided above, the Borrower authorizes and directs the Agent to eliminate such reserve, to apply the amount of the Cash Collateral in respect of the unreinvested amount to the prepayment of the Loans as provided in SECTION 5.8(C), to make Revolving Credit Loans in an amount equal to the reserved amount that is not reinvested and to apply the proceeds of such Revolving Credit Loans in prepayment of the Loans as provided in SECTION 5.8(C).

Prepayments from Asset Dispositions. Within five (5) Business Days after the Immediately upon receipt by a Credit Party Borrower or any Subsidiary of a Credit Party its Subsidiaries of the Net Proceeds of any Net Cash Proceeds from an Asset Sale or Net Casualty/Condemnation ProceedsDisposition, the Borrower shall cause 100% of such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to be applied to prepay the Loans; provided however that if the Borrower notifies each of the Administrative Agent and the Revolving Agent in writing within such five (5) Business Day period that the applicable Credit Party or Subsidiary has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Party, then the applicable Credit Party or Subsidiary, shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent and the Revolving Agent within two hundred seventy (270) days of the receipt thereof; provided further, that to the extent such proceeds have not been used or irrevocably committed to be used for such a purpose within two hundred seventy (270) days of the receipt thereof, such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied to prepay the Loans in accordance with Section 1.09. All prepayments under this Section 2.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans as provided in accordance Section 5.11(c); provided, however, that Borrower shall not be required to make such prepayment to the extent that the Net Proceeds from Asset Dispositions during any fiscal year of Borrower do not exceed, in the aggregate, Twenty-Five Thousand Dollars ($25,000). Concurrently with the terms making of any such payment, Borrower shall deliver to Agent a certificate of Borrower's Financial Officer demonstrating the calculations of the preceding sentenceamount required to be paid. Notwithstanding the foregoing, to the extent that the gross proceeds from Asset Dispositions during any fiscal year of Borrower do not exceed, in the aggregate, One Hundred Thousand Dollars ($100,000)., if Borrower reasonably expects such proceeds to be reinvested within six (6) months in productive assets of a kind then used or useable in the business of Borrower and that are not subject to any Lien other than in favor of Agent, for the benefit of the Lenders, then (i) to the extent such proceeds do not exceed the balance from time to time of the Revolving Credit Loans, such proceeds shall be applied to the repayment of the outstanding balance of the Revolving Credit Loans and Agent shall, until such time as the reinvestment of such proceeds, establish a reserve against the Borrowing Base in the amount of the proceeds so applied and (ii) to the extent such proceeds exceed the balance from time to time of the Revolving Credit Loans, Borrower shall deposit such proceeds with Agent to be held as Cash Collateral in which Agent, for the ratable benefit of the Lenders, shall have a first

Prepayments from Asset Dispositions. Within If the Net Proceeds relating to any Asset Disposition by Holding or any Subsidiary exceed Fifty Thousand Dollars ($50,000) (it being understood that if the Net Proceeds exceed Fifty Thousand Dollars ($50,000), the entire Net Proceeds and not just the portion in excess of the foregoing amount shall be subject to this Subsection) for any single transaction or series of related transactions or if such Net Proceeds when aggregated with all other Net Proceeds from such Asset Dispositions received during the same Fiscal Year exceed One Hundred Thousand Dollars ($100,000) (it being understood that if the Net Proceeds exceed One Hundred Thousand Dollars ($100,000), the entire Net Proceeds not just the portion in excess of the foregoing amount shall be subject to this Subsection), Borrower shall within five (5) Business Days after the days of receipt by a Credit Party or any Subsidiary of a Credit Party of any Net Cash Proceeds from an Asset Sale or Net Casualty/Condemnation Proceeds, the Borrower shall cause 100% of such Net Cash Proceeds or prepay the Loans in an amount equal to the Net Casualty/Condemnation Proceeds of such Asset Disposition required to be applied to prepay under this Subsection 7.4(a)(iii). (iv) Prepayment from Equity Offerings. In the Loans; provided however event that if Holding or a Subsidiary issues any Securities, no later than the Borrower notifies each of the Administrative Agent and the Revolving Agent in writing within such five third (53rd) Business Day period that following the applicable Credit Party date of receipt of the proceeds from any such issuance (other than: (a) proceeds from the Securities issued on the Closing Date under the terms of the Stock and Warrant Purchase Agreement; (b) proceeds from the Securities permitted to be issued under Subsections 12.6(i), (ii) and (iii); (c) proceeds from Securities issued to a seller of a Target or Subsidiary has applied the Target's assets in a Permitted Acquisition as the consideration for the sale of the Target or intends it assets; and (d) proceeds in an aggregate amount for the entire term of this Agreement not to apply such Net Cash Proceeds exceed Five Million Dollars ($5,000,000) received from the issuance of equity Securities of Holding, (i) permitted to acquirebe issued pursuant to Subsection 12.6(iv), maintain(ii) issued to any of the following: Rice Partners, developFranklin Street/Fairview Capital, constructL.L.C. or their Affiliates, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Party, then the applicable Credit Party or Subsidiary, shall, so long as (iii) issued at a time when no Event of Default shall have occurred exists, and be continuing(iv) issued to finance, be permitted and are used to use such proceeds as notified to finance, (A) the Administrative Agent general working capital needs of Holding and the Revolving Agent within two hundred seventy Subsidiaries or (270B) days of the receipt thereof; provided furtherPermitted Acquisitions), that to the extent such proceeds have not been used or irrevocably committed to be used for such a purpose within two hundred seventy (270) days of the receipt thereof, such Net Cash Proceeds or Net Casualty/Condemnation Proceeds Borrower shall be applied to prepay the Loans in accordance with Section 1.09. All prepayments under this Section 2.02(a) shall be accompanied by all accrued an amount equal to such proceeds, net of underwriting discounts and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans in accordance with the terms of the preceding sentence)commissions and other reasonable costs associated therewith.

Prepayments from Asset Dispositions. Within five thirty (530) Business Days after the receipt by a Credit Party or any Subsidiary of a Credit Party of any Net Cash Proceeds from an Asset Sale or Net Casualty/Condemnation ProceedsProceeds in excess of $2,000,000 in the aggregate during any Fiscal ­NY12534:166729.34 Year, the Borrower shall cause 100% of such the Net Cash Proceeds or Net Casualty/Condemnation Proceeds received during such Fiscal Year to be applied to prepay the Loans; provided however provided, however, that if the Borrower notifies each of the Administrative Agent and the Revolving Agent in writing within such five thirty (530) Business Day period that it or the applicable Credit Party or Subsidiary has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Partythe Borrower and its Subsidiaries, then the Borrower or the applicable Credit Party or Subsidiary, as applicable, shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent and the Revolving Administration Agent within two hundred seventy (270) days of the receipt thereof; provided furtherfurther that, that to the extent such proceeds have not been used so invested or irrevocably committed contracted to be used for such a purpose within two hundred seventy (270) days so invested as of the receipt thereofend of such period or if any Event of Default shall occur at any time during such period, all such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied within three (3) Business Days to prepay the Loans in accordance with Section 1.09Loans. All prepayments under this Section 2.02(a3.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans in accordance with the terms of the preceding sentence)prepaid.

Prepayments from Asset Dispositions. Within five Without limiting the restrictions set forth in SECTIONS 8.7 and 11.7, the Obligors agree that (5i) Business Days immediately upon the receipt by any Obligor of the proceeds of any Asset Disposition of Bank Priority Collateral, the Obligors shall apply such proceeds as provided in SECTION 4.9(C), and (ii) within 10 days after the receipt by a Credit Party or any Subsidiary Obligor of a Credit Party the Net Proceeds of any Asset Disposition of assets other than Bank Priority Collateral, the Obligors shall apply such Net Cash Proceeds as provided in SECTION 4.9(C) or to the redemption or repurchase of outstanding Bonds, PROVIDED, however, that the Obligors shall not be required to make such application pursuant to CLAUSE (II) above to the extent that the Net Proceeds from an Asset Sale or Net Casualty/Condemnation ProceedsDispositions during any fiscal year of the Obligors do not exceed, in the aggregate, $200,000. Concurrently with the making of any such application, the Borrower Borrowers' Agent shall cause 100% deliver to the Agent a certificate of such Net Cash Proceeds or Net Casualty/Condemnation Proceeds the Financial Officer demonstrating the calculations of the amount required to be applied to prepay the Loans; provided however that if the Borrower notifies each of the Administrative Agent and the Revolving Agent in writing within such five (5) Business Day period that the applicable Credit Party or Subsidiary has applied or intends to apply such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful in the business of such Credit Party or such applicable Subsidiary or any other Credit Party, then the applicable Credit Party or Subsidiary, shall, so long as no Event of Default shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent and the Revolving Agent within two hundred seventy (270) days of the receipt thereof; provided further, that to the extent such proceeds have not been used or irrevocably committed to be used for such a purpose within two hundred seventy (270) days of the receipt thereof, such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied to prepay the Loans in accordance with Section 1.09. All prepayments under this Section 2.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of the Net Proceeds from Asset Dispositions of assets other than Bank Priority Collateral pursuant to CLAUSE (II) above, the amount of such Net Cash Proceeds to be applied as provided in prepayment SECTION 4.9(C) and the amount of such Net Proceeds to be applied to the redemption or repurchase of outstanding Bonds. Notwithstanding the foregoing, to the extent that the gross proceeds from Asset Dispositions of assets other than Bank Priority Collateral during any fiscal year of the Loans Obligors do not exceed, in accordance with the terms aggregate, $2,000,000, if the Obligors reasonably expect such proceeds to be reinvested within six months in productive assets of a kind then used or useable in the business of the preceding sentence)Obligors and that are not subject to any Lien other than Permitted Liens, then the Obligors shall not be required to make the application of Net Proceeds as provided in CLAUSE (II) above, PROVIDED that (A) within 10 days after the receipt by any Obligor of such gross proceeds, the Borrowers' Agent shall deliver to the Agent a certificate of the Financial Officer certifying that the Obligors reasonably expect to reinvest such proceeds within six months as provided above, and (B) to the extent that the Obligors fail to reinvest such proceeds within six months as provided above, (x) the Obligors shall immediately apply the unreinvested amount as provided in SECTION 4.9(C) or to the redemption or repurchase of outstanding Bonds and (y) the Borrowers' Agent shall deliver to the Agent a certificate of the Financial Officer demonstrating the calculations of the amount required to be applied and the amount of such Net Proceeds to be applied as provided in SECTION 4.9(c) and the amount of such Net Proceeds to be applied to the redemption or repurchase of outstanding Bonds.

Prepayments from Asset Dispositions. Within five (5Except as otherwise provided in Section 1.5(f) Business Days after the hereof, immediately upon receipt by a Credit Party or any Subsidiary of a Credit Party of any Net Cash Proceeds from an in respect of any Asset Sale Disposition in excess of $1,000,000 for any single transaction or Net Casualty/Condemnation Proceedsseries of related transactions, the Borrower shall cause 100% repay the Revolving Credit Advances by an amount equal to the amount of such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to be applied to prepay the Loans; provided however that if the Borrower notifies each of the Administrative Agent and the Revolving Loan Commitment shall be permanently reduced by the amount of such Net Proceeds provided, however, that any such requirement to repay Revolving Credit Advances in respect of such Net Proceeds shall be reduced to the extent that Borrower shall have certified to Agent in writing that such Net Proceeds have been deemed to have been applied to effect a permanent reduction of Revolving Loan Commitment under clause 3(A) of Section 4.10 of the Senior Notes Indenture and clause 3(A) of Section 4.10 of the Senior Subordinated Notes Indenture. Notwithstanding the foregoing, Borrower or their Subsidiaries may reinvest all Net Proceeds of such Asset Disposition, within such three hundred sixty-five (5365) Business Day period days of receipt of such Net Proceeds, in Productive Assets; provided, further, that, without limitation of any prepayment obligation above in this clause (c), on each date (but not earlier than the one hundred eightieth (180th) day following the date of consummation of any Asset Disposition, or such later day to which Requisite Lenders, in their sole discretion, may agree at the request of Borrower) on which Net Proceeds of one or more Asset Dispositions constituting Permitted Sale Leasebacks that have not been applied to repay Revolving Credit Advances (and permanently reduce the Revolving Loan Commitment) or reinvested in Productive Assets exceed in the aggregate $10,000,000, Borrower shall immediately repay the Revolving Credit Advances by an amount equal to the amount of such excess Net Proceeds as provided in the first sentence of this paragraph (c), and the Revolving Loan Commitment shall be permanently reduced by the amount of repayment. If the applicable Credit Party or Subsidiary has applied or intends does not intend to apply so reinvest such Net Cash Proceeds to acquire, maintain, develop, construct, improve, upgrade, replace, repair or invest in long term assets used or useful if the period set forth in the business immediately preceding sentence expires without such reinvestment of such Credit Party or such applicable Subsidiary or any other Credit PartyNet Proceeds, then the applicable Credit Party or Subsidiary, shall, so long as no Event of Default Borrower shall have occurred and be continuing, be permitted to use such proceeds as notified to the Administrative Agent and prepay the Revolving Agent within two hundred seventy (270) days Credit Advances in an amount equal to such remaining Net Proceeds of the receipt thereof; provided further, that such Asset Disposition to the extent such proceeds have not been used or irrevocably committed to be used for such a purpose within two hundred seventy (270) days of the receipt thereof, such Net Cash Proceeds or Net Casualty/Condemnation Proceeds shall be applied to prepay the Loans in accordance with Section 1.09. All prepayments under otherwise required by this Section 2.02(a) shall be accompanied by all accrued and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (which, subject to Section 1.09, shall be deducted from such Net Cash Proceeds prior to the application of such Net Cash Proceeds in prepayment of the Loans in accordance with the terms of the preceding sentence1.5(c).