Common use of Prepayments from Asset Dispositions Clause in Contracts

Prepayments from Asset Dispositions. Immediately upon receipt by Borrower or any of its Subsidiaries of Net Proceeds of any Asset Disposition, which proceeds when aggregated with all other Net Proceeds from Asset Dispositions received during the same Fiscal Year exceed $300,000, Borrower shall prepay the Loans in an amount equal to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(E). Notwithstanding the foregoing, in the event that Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds of such Asset Disposition to be reinvested within one hundred fifty (150) days in productive assets of a kind then used or useable in the business of Borrower and its Subsidiaries, then Borrower shall deliver such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(E).

Prepayments from Asset Dispositions. Immediately Without limiting the restrictions set forth in SECTIONS 8.7 and 11.7, the Obligors agree that (i) immediately upon the receipt by Borrower or any Obligor of its Subsidiaries 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 any Obligor of the Net Proceeds of any Asset DispositionDisposition of assets other than Bank Priority Collateral, which proceeds when aggregated with all other the Obligors shall apply such Net 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 Asset Dispositions received during any fiscal year of the same Fiscal Year exceed Obligors do not exceed, in the aggregate, $300,000200,000. Concurrently with the making of any such application, Borrower the Borrowers' Agent shall prepay deliver to the Loans Agent a certificate of the Financial Officer demonstrating the calculations of the amount required to be applied and, in an amount equal to the case of 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 Asset Disposition Net Proceeds to be applied as provided in accordance with subsection 2.4(E)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 Obligors do not exceed, in the event that Borrower (or any Subsidiary) may retain aggregate, $2,000,000, if the Obligors reasonably expect such proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds of such Asset Disposition to be reinvested within one hundred fifty (150) days six months in productive assets of a kind then used or useable in the business of Borrower the Obligors and its Subsidiariesthat are not subject to any Lien other than Permitted Liens, then Borrower 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 such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess Agent a certificate of the balance of Financial Officer certifying that the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails Obligors reasonably expect to reinvest such proceeds within one hundred twenty six months as provided above, and (120B) daysto the extent that the Obligors fail to reinvest such proceeds within six months as provided above, Borrower authorizes and directs Agent to (x) the Obligors shall immediately apply such 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 prepayment certificate of the Loans 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 accordance with subsection 2.4(E)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. Immediately upon Within five (5) Business Days after the receipt by Borrower a Credit Party or any Subsidiary of its Subsidiaries of Net Proceeds a Credit Party of any Asset Disposition, which proceeds when aggregated with all other Net Cash Proceeds from an Asset Dispositions received during Sale or Net Casualty/Condemnation Proceeds, the same Fiscal Year exceed $300,000, 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 an amount equal to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(E)Section 1.09. Notwithstanding All prepayments under this Section 2.02(a) shall be accompanied by all accrued and unpaid interest on the foregoingLoans being prepaid and, in the event that Borrower case of any prepayment under this Section 2.02(a) resulting from the receipt of Net Cash Proceeds, the applicable Prepayment Fee (or any Subsidiary) may retain proceeds as hereafter provided which, subject to Section 1.09, shall be deducted from an Asset Disposition if no Event of Default exists and in such Net Cash Proceeds prior to the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds application of such Asset Disposition to be reinvested within one hundred fifty (150) days Net Cash Proceeds in productive assets of a kind then used or useable in the business of Borrower and its Subsidiaries, then Borrower shall deliver such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(Ethe terms of the preceding sentence).

Prepayments from Asset Dispositions. Immediately upon receipt by Borrower or any of its Subsidiaries of the Net Proceeds of any Asset Disposition, which proceeds when aggregated with all other Borrower shall make a prepayment in respect of the Obligations equal to the amount of such Net Proceeds and the Revolving Commitments shall be permanently reduced by the amount of such prepayment; PROVIDED, HOWEVER, that if no Default or Event of Default has occurred and is continuing, Borrower shall not be required to make such prepayment to the extent that the Net Proceeds from such Asset Dispositions received during the same any Fiscal Year of Borrower do not exceed Five Million Dollars ($300,0005,000,000) in the aggregate and if they should exceed such amount, then the excess amount only shall be required to be prepaid. Concurrently with the making of any such payment, Borrower shall prepay deliver to Administrative Agent a certificate of Borrower's chief financial officer demonstrating the Loans in an calculations of the amount equal required to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(E)be prepaid. Notwithstanding the foregoing, in the event that Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Default or Event of Default exists has occurred and is continuing, or would result therefrom, to the extent that the gross proceeds from such Asset Dispositions during any Fiscal Year of Borrower do not exceed, in the event that the Person disposing of asset or assets in question: aggregate, Five Million Dollars (i$5,000,000) has an accrued tax liability with respect to an Asset Disposition or (ii) if Borrower reasonably expects the Net Proceeds of such Asset Disposition proceeds to be reinvested within one hundred fifty six (1506) days months in productive assets of a kind then used or useable in the business of Borrower or its Subsidiaries and its Subsidiariesthat are not subject to any Lien other than in favor of Administrative Agent, for the benefit of the Agents and the Lenders, then Borrower shall deliver provide Administrative Agent with notice of such intent in accordance with SECTION 4.3, and (A) to the extent such proceeds do not exceed the balance from time to time of Asset Dispositions the Revolving Loans, such proceeds shall be applied to the repayment of the outstanding balance of the Revolving Loans and Administrative Agent shall, until such time as the reinvestment of such proceeds, establish a reserve 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 Loans, Borrower shall deposit such proceeds with Administrative Agent to be held as cash collateral in which Administrative Agent, for the ratable benefit of the Agents and the Lenders, shall have a first priority security interest. Upon Borrower's or portion thereof its Subsidiaries' (as applicable) reinvestment of such proceeds as described above, and provided that Borrower provides Administrative Agent with copies of a purchase order, invoice, or other written evidence of the purchase price of the assets which such proceeds are reinvested in, and such other information as may be requested by Administrative Agent with respect thereto, Administrative Agent shall release its security interest in such cash collateral in respect of the reinvested funds and shall eliminate such reserve. To the extent that Borrower or its Subsidiaries (as applicable) fail to reinvest such proceeds within six (6) months as provided above, Borrower authorizes and directs Administrative 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 and permanently to reduce the Revolving Commitments in such amount and/or to reduce the Revolving Commitments in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for reserved amount that portion of such proceeds not in excess of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(E)reinvested.

Prepayments from Asset Dispositions. Immediately Except as otherwise provided in Section 1.5(f) hereof, immediately upon receipt of any Net Proceeds in respect of any Asset Disposition in excess of $1,000,000 for any single transaction or series of related transactions, Borrower shall repay the Revolving Credit Advances by an amount equal to the amount of such Net Proceeds 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 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 any of its their Subsidiaries of may reinvest all Net Proceeds of such Asset Disposition, within three hundred sixty-five (365) 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 proceeds when aggregated with all other Requisite Lenders, in their sole discretion, may agree at the request of Borrower) on which Net Proceeds from of one or more Asset Dispositions received during constituting Permitted Sale Leasebacks that have not been applied to repay Revolving Credit Advances (and permanently reduce the same Fiscal Year Revolving Loan Commitment) or reinvested in Productive Assets exceed in the aggregate $300,00010,000,000, 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 does not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without such reinvestment of such Net Proceeds, Borrower shall prepay the Loans Revolving Credit Advances in an amount equal to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(E). Notwithstanding the foregoing, in the event that Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the remaining Net Proceeds of such Asset Disposition to be reinvested within one hundred fifty (150) days in productive assets of a kind then used or useable in the business of Borrower and its Subsidiaries, then Borrower shall deliver such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent to be held extent otherwise required by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess of the balance of the Revolving Loan and this Section 1.5(c). (b) the Base Rate minus two percent (2.0%) for any amount in excess Section 3.17 of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment Original Credit Agreement is amended and restated in its entirety as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(E).follows:

Prepayments from Asset Dispositions. Immediately upon (A) Subject to the reinvestment rights specified in clause (B) below and Section 1.5(f), within seven (7) Business Days of receipt by Holdings or any of its Subsidiaries of any Net Proceeds in respect of Asset Disposition(s) pursuant to Sections 3.7(b)(ii), (c), (d) and (g) in excess of $10,000,000, individually or in the aggregate, during any Fiscal Year, Parent Borrower shall repay the Term Loans by an amount equal to the amount of any Asset Disposition giving rise to such Net Proceeds. (B) Notwithstanding anything to the contrary in the immediately preceding clause (A), Parent Borrower or its Subsidiaries may reinvest such Net Proceeds of such Asset Dispositions, within three hundred sixty five (365) days of receipt thereof (or, if Parent Borrower or any of its Subsidiaries of enters into a contract to reinvest such Net Proceeds within three hundred sixty five (365) days of any Asset Dispositionthe receipt thereof, which proceeds when aggregated with all other Net Proceeds from Asset Dispositions received during the same Fiscal Year exceed $300,000, Borrower shall prepay the Loans in an amount equal to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(E). Notwithstanding the foregoing, in the event that Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds of such Asset Disposition to be reinvested within one hundred fifty eighty (150180) days of the date of such contract), in productive replacement assets of a kind then used or useable usable in the business of Parent Borrower and its or such Subsidiaries. If Parent Borrower or such Subsidiary does not intend to so reinvest such Net Proceeds or if the period set forth in the immediately preceding sentence expires without Parent Borrower or such Subsidiary having reinvested (or entered into a contract to reinvest) such Net Proceeds in such productive replacement assets, then Parent Borrower shall deliver such proceeds of Asset Dispositions or portion thereof shall, subject to Section 1.5(f), prepay the Term Loans pro rata in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion remaining Net Proceeds of such proceeds not in excess of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving LoanAsset Disposition. Upon Borrower's request, Agent Such prepayments shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans be applied in accordance with subsection 2.4(ESections 1.5(d).

Prepayments from Asset Dispositions. Immediately upon Within three (3) Business Days after the receipt by Borrower a Credit Party or any Subsidiary of its Subsidiaries a Credit Party of any Net Cash Proceeds 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 Borrowers shall 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 Term Loan Obligations; provided, however, that up to $12,000,000 of the Xxxx County Net Proceeds of any Asset Disposition, which proceeds when aggregated with all other Net Proceeds from Asset Dispositions received during the same Fiscal Year exceed $300,000, Borrower shall need not be applied to prepay the Loans Term Loan Obligations but may be retained by the Borrowers for reinvestment in an amount equal to its business or for any lawful purpose not otherwise prohibited by this Agreement; and further provided that if the Net Proceeds Administrative Borrower notifies the Administrative Agent in writing within such three (3) Business Day period following the receipt of such Asset Disposition proceeds that it or the applicable Subsidiary has applied or intends to apply Net Cash Proceeds or Net Casualty/Condemnation Proceeds to acquire, construct, improve, upgrade, or invest in accordance with subsection 2.4(E). Notwithstanding the foregoing, long term assets used or useful in the event that Borrower (business of the Borrowers and their Subsidiaries, then the Borrowers or any Subsidiary) may retain proceeds the applicable Subsidiary shall, so long as hereafter provided from an Asset Disposition if no Event of Default exists 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 event that 180 day period following the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds receipt of such Asset Disposition proceeds that it or the applicable Subsidiary intends to be reinvested within one hundred fifty (150) days apply such Net Cash Proceeds or Net Casualty/Condemnation Proceeds to acquire, construct, improve, upgrade, or invest in productive long term assets of a kind then used or useable useful in the business of Borrower the Borrowers and its their Subsidiaries, then Borrower the Borrowers or the applicable Subsidiary shall, so long as no Event of Default shall deliver have occurred and be continuing, be permitted to use such proceeds as specified for a period of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum three hundred and sixty five (meaning 360 days365) equal to (a) days following the same rate of interest payable hereunder with respect receipt thereof; provided further that, each Lender, to the Revolving Loan for that portion extent of such proceeds not Lender’s Pro Rata Share in Xxxx County Net Proceeds in excess of $12,000,000, shall have the balance right to refuse payment of any such proceeds tendered to such Lender; provided further that, to the extent such proceeds have not been so invested as of the Revolving Loan and end of such period, all such Net Cash Proceeds, Net Casualty/Condemnation Proceeds, or Extraordinary Receipts, shall be tendered to the Administrative Agent within three (b3) Business Days to prepay the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(E)Obligations.

Prepayments from Asset Dispositions. Immediately upon receipt If the Net Proceeds relating to any Asset Disposition by Borrower Holding or any of its Subsidiaries of 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 Asset Disposition, which proceeds 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 ($300,000100,000) (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) days of receipt of such Net Proceeds prepay the Loans in an amount equal to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(Erequired to be applied under this Subsection 7.4(a)(iii). Notwithstanding the foregoing, in (iv) Prepayment from Equity Offerings. In the event that Borrower Holding or a Subsidiary issues any Securities, no later than the third (3rd) Business Day following the 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 the Target's assets in a Permitted Acquisition as the consideration for the sale of the Target or it assets; and (d) proceeds in an aggregate amount for the entire term of this Agreement not to exceed Five Million Dollars ($5,000,000) received from the issuance of equity Securities of Holding, (i) permitted to be issued pursuant to Subsection 12.6(iv), (ii) issued to any Subsidiaryof the following: Rice Partners, Franklin Street/Fairview Capital, L.L.C. or their Affiliates, (iii) may retain proceeds as hereafter provided from an Asset Disposition if issued at a time when no Event of Default exists exists, and in (iv) issued to finance, and are used to finance, (A) the event that general working capital needs of Holding and the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition Subsidiaries or (iiB) reasonably expects the Net Proceeds of such Asset Disposition to be reinvested within one hundred fifty (150) days in productive assets of a kind then used or useable in the business of Borrower and its SubsidiariesPermitted Acquisitions), then Borrower shall deliver such proceeds of Asset Dispositions or portion thereof prepay the Loans in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate proceeds, net of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess of the balance of the Revolving Loan underwriting discounts and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes commissions and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(E)other reasonable costs associated therewith.

Prepayments from Asset Dispositions. Immediately Without limiting the restrictions set forth in SECTIONS 8.7 and 11.7, the Obligors agree that (i) immediately upon the receipt by Borrower or any Obligor of its Subsidiaries 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 any Obligor of the Net Proceeds of any Asset DispositionDisposition of assets other than Bank Priority Collateral, which proceeds when aggregated with all other the Obligors shall apply such Net 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 Asset Dispositions received during any fiscal year of the same Fiscal Year exceed Obligors do not exceed, in the aggregate, $300,000200,000. Concurrently with the making of any such application, Borrower the Borrowers' Agent shall prepay deliver to the Loans Agent a certificate of the Financial Officer demonstrating the calculations of the amount required to be applied and, in an amount equal to the case of 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 Asset Disposition Net Proceeds to be applied as provided in accordance with subsection 2.4(E)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 Obligors do not exceed, in the event that Borrower (or any Subsidiary) may retain aggregate, $2,000,000, if the Obligors reasonably expect such proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds of such Asset Disposition to be reinvested within one hundred fifty (150) days six months in productive assets of a kind then used or useable in the business of Borrower the Obligors and its Subsidiariesthat are not subject to any Lien other than Permitted Liens, then Borrower 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 such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess Agent a certificate of the balance of Financial Officer certifying that the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails Obligors reasonably expect to reinvest such proceeds within one hundred twenty six months as provided above, and (120B) daysto the extent that the Obligors fail to reinvest such proceeds within six months as provided above, Borrower authorizes and directs Agent to (x) the Obligors shall immediately apply such 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 prepayment certificate of the Loans 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 accordance with subsection 2.4(E)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. Immediately upon (i) Except as provided in Section 5.02(a)(ii) below, within five (5) Business Days of receipt by of any Net Cash Proceeds (other than from an Excluded Asset Disposition), the Borrower shall cause to be paid to the Collateral Agent to be distributed in accordance with this Agreement an amount equal to 100% of the Net Cash Proceeds, except that (subject to Section 5.02(a)(ii)) Borrower or any their Subsidiaries may reinvest all or a portion of its Subsidiaries of the Net Cash Proceeds of any Asset such Disposition, which proceeds when aggregated with all other within one hundred eighty (180) days, in assets useful in its business. If Borrower does not intend to so reinvest such Net Cash Proceeds from Asset Dispositions received during or if the same Fiscal Year exceed $300,000period set forth in the immediately preceding sentence expires without Borrower having reinvested the Net Cash Proceeds of any such Disposition, Borrower shall prepay the Loans in an amount equal to the such remaining Net Cash Proceeds of such Asset Disposition in accordance with subsection 2.4(ESection 5.02(d). Notwithstanding the foregoing, in the event that Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question:. (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects Notwithstanding anything to the Net Proceeds contrary in this Agreement, payments from (a) insurance proceeds or (b) condemnation proceeds, in each case, from losses to Collateral or casualties shall be applied to the Loans in accordance with this Section 5.02(a)(ii). If (1) the Borrower notifies the Administrative Agent in writing within five (5) Business Days after the occurrence of such Asset event that it intends to replace or restore the affected Collateral and (2) such proceeds, together with any amounts contributed to or otherwise available to the Borrower to replace or restore the Collateral, are sufficient to cover all or substantially all of the replacement or restoration of the affected Collateral, the Administrative Agent shall permit Borrower to replace or restore the Collateral in a diligent and expeditious manner with materials and workmanship of substantially the same quality as existed before the casualty or condemnation; provided, that if Borrower has not completed such replacement or restoration within 180 days of such event, such insurance proceeds or condemnation proceeds shall be applied to the Obligations in accordance with Section 5.02(d). To the extent not used to replace or restore the affected Collateral within 180 days of the casualty or condemnation, such proceeds shall be applied in accordance with Section 5.02(d). To the extent such prepayments exceed the then outstanding principal balance of the Loans, they shall be returned to Borrower. (iii) Notwithstanding anything in clause (a)(i) of this Section 5.02 to the contrary, if any Net Cash Proceeds are received under clause (a)(i) above in connection with a Disposition that is being made in consideration of the Lenders’ agreement to waive any Event of Default, or is otherwise being made at the direction of the Lenders in connection with a workout situation, the Borrower shall pay, or cause to be reinvested within one hundred fifty (150) days in productive assets of a kind then used or useable in paid, to the business of Borrower and its Subsidiaries, then Borrower shall deliver such proceeds of Asset Dispositions or portion thereof in Collateral Agent an amount equal to such accrued tax liability Net Cash Proceeds for application in accordance with this Agreement, except that (subject to Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 daysSection 5.02(b)) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess of the balance of the Revolving Loan Intermediate HoldCo and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay its Subsidiaries may reinvest all or any a portion of the accrued tax liability or fails to reinvest Net Cash Proceeds of any such proceeds Disposition, within one hundred twenty eighty (120180) days, in assets useful in its business. If such Credit Party does not intend to so reinvest such Net Cash Proceeds or if the period set forth in the immediately preceding sentence expires without such Credit Party having reinvested the Net Cash Proceeds of any such Disposition, Borrower authorizes and directs shall pay to the Collateral Agent an amount equal to apply such amount as a prepayment of the Loans remaining Net Cash Proceeds for application in accordance with subsection 2.4(E)this Agreement.

Prepayments from Asset Dispositions. Immediately upon Subject to Section 2.02(e), (i) Except as set forth below, within five (5) Business Days after the receipt by Borrower a Credit Party or any Subsidiary of its Subsidiaries of Net Proceeds a Credit Party of any Net Cash Proceeds (other than from an Excluded Asset Disposition), which proceeds when aggregated with all other the Borrowers shall cause 100% of such Net Cash Proceeds from Asset Dispositions received during the same Fiscal Year exceed $300,000, Borrower shall to be applied to prepay the Loans Loans; provided, however, that if the Borrower Representative notifies each of the Administrative Agent and the Revolving Agent in an amount equal 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, repair or invest in assets used or useful in the Net Proceeds business of such Asset Disposition in accordance with subsection 2.4(E). Notwithstanding the foregoing, in the event that Borrower (Credit Party or such applicable Subsidiary or any other Credit Party, then the applicable Credit Party or Subsidiary) may retain proceeds , shall, so long as hereafter provided from an Asset Disposition if no Event of Default exists shall have occurred and in be continuing, be permitted to use such proceeds as notified to the event that Administrative Agent and the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds of such Asset Disposition to be reinvested Revolving Agent within one hundred fifty eighty (150180) days in productive assets of a kind then the receipt thereof; provided further, that to the extent such proceeds (1) have not been used or useable in the business of Borrower and its Subsidiaries, then Borrower shall deliver such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent irrevocably committed to be held by Agent in used for such a cash collateral account bearing interest payable to Borrower at a rate per annum replacement or restoration within one hundred eighty (meaning 360 days180) equal to days of the receipt thereof or (a2) the same rate of interest payable hereunder with respect to the Revolving Loan have not been used for that portion such replacement within 180 days of such proceeds not in excess irrevocable commitment, such Net Cash Proceeds shall be applied to prepay the Loans, on a pro rata basis. It is agreed that any Net Cash Proceeds of any Disposition consisting of any of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's requestBorrowers’ equity interest in, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any 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(a)(i) shall be accompanied by all accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120and unpaid interest on the Loans being prepaid and, in the case of any prepayment under this Section 2.02(a)(i) days, Borrower authorizes and directs Agent to apply such amount as that results in a prepayment of the Loans in accordance with subsection 2.4(E)full, any applicable Prepayment Premium.

Prepayments from Asset Dispositions. (i) Immediately (except as provided below in this paragraph (C)) upon receipt of the Net Proceeds from the sale of any current assets (as determined in accordance with GAAP) in the ordinary course of business, which Net Proceeds exceed $750,000 in any fiscal year, Borrower shall prepay the outstanding principal balance of the Revolving Loan by the amount equal to that portion of such Net Proceeds in excess of $750,000. (ii) Immediately upon receipt by Borrower or any of its Subsidiaries of Net Proceeds of any Asset Disposition, which proceeds when aggregated with all other the Net Proceeds from Asset Dispositions received during the same Fiscal Year sale of any assets, other than current assets (as determined in accordance with GAAP) in the ordinary course of business, which Net Proceeds exceed $300,000750,000 in any fiscal year, Borrower shall prepay the Loans in an amount equal to the that portion of such Net Proceeds in excess of such Asset Disposition $750,000, which payments under this clause (ii) shall be applied in accordance with subsection 2.4(E1.5(F). (iii) In the event that any sale includes both current and non-current assets, the Net Proceeds shall be apportioned by Borrower with the consent of Agent. Notwithstanding the foregoing, in the event that (x) Borrower may reinvest, within one hundred eighty (or any Subsidiary180) may retain proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects days, the Net Proceeds of such Asset Disposition to be reinvested within one hundred fifty (150) days any sale of assets in productive assets of a kind then used or useable usable in the business of Borrower and its Subsidiariesthe requirement to make a prepayment under this paragraph (C) with the balance, then Borrower shall deliver if any, of any such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to Agent Net Proceeds otherwise required to be held by Agent in a cash collateral account bearing interest payable so prepaid shall be postponed until the expiration of such 180 day period or the date on which Borrower determines not so to Borrower at a rate per annum reinvest, whichever is earlier and (meaning 360 days) equal to (ay) the same rate provisions of interest payable hereunder with respect this subsection 1.5(C) shall not apply to the Revolving Loan for that portion receipt of such proceeds not in excess of Net Proceeds arising from the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(E)Nascar Sale/Leaseback.

Prepayments from Asset Dispositions. Immediately upon receipt by Borrower or any of its Subsidiaries of the Net Proceeds of any Asset Disposition, which proceeds when aggregated with all other Borrower shall apply such Net Proceeds in prepayment of the Loans as provided in 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 received during any fiscal year of Borrower do not exceed, in the same Fiscal Year exceed aggregate, Twenty-Five Thousand Dollars ($300,00025,000). Concurrently with the making of any such payment, Borrower shall prepay deliver to Agent a certificate of Borrower's Financial Officer demonstrating the Loans in an calculations of the amount equal required to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(E)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 event that aggregate, One Hundred Thousand Dollars ($100,000), if Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds of such Asset Disposition proceeds to be reinvested within one hundred fifty six (1506) days months in productive assets of a kind then used or useable in the business of Borrower and its Subsidiariesthat 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 deliver deposit such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to with Agent to be held by Agent as Cash Collateral in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) which Agent, for the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess ratable benefit of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's requestLenders, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as have a prepayment of the Loans in accordance with subsection 2.4(E).first

Prepayments from Asset Dispositions. Immediately upon Within three (3) Business Days after the receipt by Borrower a Credit Party or any Subsidiary of its Subsidiaries a Credit Party of any Net Cash Proceeds of any Asset DispositionRevolver Priority Collateral, which proceeds when aggregated with all other Net Casualty/Condemnation Proceeds of Revolver Priority Collateral, or Extraordinary Receipts from Asset Dispositions received during Revolver Priority Collateral, the same Fiscal Year exceed $300,000, Borrower Borrowers shall prepay the Loans in an amount equal to the Net Proceeds 100% of such Asset Disposition Net Cash Proceeds, Net Casualty/Condemnation Proceeds or Extraordinary Receipts. If any excess Net Cash Proceeds, Net Casualty/Condemnation Proceeds or Extraordinary Receipts, as the case may be, remain after repayment in full of the aggregate outstanding Revolving Advances, Borrowers shall provide cash collateral for the Letters of Credit in the manner set forth in Annex A to the extent required to eliminate such excess (it being understood that (i) any Borrowing Base Cash Collateral then posted with the Collateral Agent in accordance with subsection 2.4(E). Notwithstanding the foregoingterms of this Agreement shall, to the extent of such excess and to the extent requested by the Administrative Borrower, thereafter (1) be deemed Cash Collateral provided pursuant to this SECTION 3.02(a) and (2) to the extent included in such Cash Collateral, shall cease to be Borrowing Base Cash Collateral for all purposes of this Agreement and shall no longer be included in the event that Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Event calculation of Default exists the Borrowing Base and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds aggregate amount of such Asset Disposition Cash Collateral required pursuant to be reinvested within one hundred fifty (150this SECTION 3.02(a) days in productive assets of a kind then used or useable in the business of Borrower and its Subsidiaries, then Borrower shall deliver such proceeds of Asset Dispositions or portion thereof in not exceed an amount equal to such accrued tax liability 105% of the amount of the aggregate Letter of Credit Usage then outstanding). The parties agree that, the Collateral Agent shall be authorized to Agent transfer from the account(s) containing Borrowing Base Cash Collateral to the Cash Collateral Account, any Borrowing Base Cash Collateral that the Administrative Borrower shall request to be held by Agent included in a cash collateral account bearing interest payable Cash Collateral pursuant to Borrower at a rate per annum (meaning 360 days) equal to (a) the same rate of interest payable hereunder with respect to the Revolving Loan for that portion of such proceeds not in excess of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In the event Borrower is not required to pay all or any portion of the accrued tax liability or fails to reinvest such proceeds within one hundred twenty (120) days, Borrower authorizes and directs Agent to apply such amount as a prepayment of the Loans in accordance with subsection 2.4(Ethis SECTION 3.02(a).

Prepayments from Asset Dispositions. Immediately upon receipt by the Borrower or any of its Subsidiaries of the Net Proceeds of any Asset Disposition, which proceeds when aggregated with all other the Borrower shall apply such Net Proceeds in prepayment of the Loans as provided in 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 received during any fiscal year of the same Fiscal Year exceed Borrower do not exceed, in the aggregate, $300,0001 million. Concurrently with the making of any such payment, the Borrower shall prepay deliver to Agent a certificate of the Loans in an Borrower's Financial Officer demonstrating the calculations of the amount equal required to the Net Proceeds of such Asset Disposition in accordance with subsection 2.4(E)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 event that aggregate, $2 million, if the Borrower (or any Subsidiary) may retain proceeds as hereafter provided from an Asset Disposition if no Event of Default exists and in the event that the Person disposing of asset or assets in question: (i) has an accrued tax liability with respect to an Asset Disposition or (ii) reasonably expects the Net Proceeds of such Asset Disposition proceeds to be reinvested within one hundred fifty (150) days six months of receipt in productive assets of a kind then used or useable in the business of the Borrower and its Subsidiariesthat are not subject to any Lien other than the Security Interest in favor of the Agent, then 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 deliver deposit such proceeds of Asset Dispositions or portion thereof in an amount equal to such accrued tax liability to with the Agent to be held by Agent in a cash collateral account bearing interest payable to Borrower at a rate per annum (meaning 360 days) equal to (a) as Cash Collateral. Upon the same rate of interest payable hereunder with respect to the Revolving Loan for that portion Borrower's reinvestment of such proceeds not in excess of the balance of the Revolving Loan and (b) the Base Rate minus two percent (2.0%) for any amount in excess of the balance of the Revolving Loan. Upon Borrower's request, Agent shall release such proceeds to Borrower for payment of the accrued tax liability or for reinvestment as described above. In , the event Borrower is not required to pay all or any portion Agent shall (provided no Event of Default exists) release its security interest in such Cash Collateral in respect of the accrued tax liability or reinvested funds and shall eliminate the reserve against the Borrowing Base. To the extent that the Borrower fails to reinvest such proceeds within one hundred twenty (120) dayssix months as provided above, the Borrower authorizes and directs the Agent to eliminate such reserve, to apply such the amount as a of the Cash Collateral in respect of the unreinvested amount to the prepayment of the Loans as provided in accordance with subsection 2.4(ESECTION 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).