ARE REASONABLY PROMPTLY APPLIED TO THE PURCHASE PRICE OF
SUCH REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY TO THE BORROWER OR TO A
WHOLLY-OWNED SUBSIDIARY; PROVIDED THAT THE LIEN ON AND SECURITY INTEREST IN ANY
PROPERTY SO DISPOSED OF OR TO BE DISPOSED OF SHALL BE MAINTAINED OR CREATED IN
FAVOR OF THE COLLATERAL AGENT; AND PROVIDED THAT IF THE TRANSFEROR OF SUCH
PROPERTY IS A GUARANTOR, THE TRANSFEREE THEREOF MUST EITHER BE THE BORROWER OR A
GUARANTOR;
(E)
DISPOSITIONS PERMITTED BY SECTION 7.04; AND
(F)
DISPOSITIONS BY THE RACING SERVICES OPERATOR PERMITTED UNDER THE
RSA;
provided, however, that any Disposition pursuant to Section 7.05(a) through
Section 7.05(c) shall be for fair market value.
7.06.
Restricted Payments. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that, so long as no Default (and solely with respect to clause Section
7.06(e) immediately below, so long as no Default under Section 8.01(a) or Event
of Default) shall have occurred and be continuing at the time of any action
described below or would result therefrom:
(A)
EACH SUBSIDIARY MAY MAKE RESTRICTED PAYMENTS TO THE BORROWER, ANY
SUBSIDIARIES OF THE BORROWER THAT ARE GUARANTORS AND ANY OTHER PERSON THAT OWNS
A DIRECT EQUITY INTEREST IN SUCH SUBSIDIARY, RATABLY ACCORDING TO THEIR
RESPECTIVE HOLDINGS OF THE TYPE OF EQUITY INTEREST IN RESPECT OF WHICH SUCH
RESTRICTED PAYMENT IS BEING MADE;
(B)
THE BORROWER AND EACH SUBSIDIARY MAY DECLARE AND MAKE DIVIDEND
PAYMENTS OR OTHER DISTRIBUTIONS PAYABLE SOLELY IN THE COMMON STOCK OR OTHER
COMMON EQUITY INTERESTS OF SUCH PERSON;
(C)
EXCEPT TO THE EXTENT THE NET CASH PROCEEDS THEREOF ARE REQUIRED TO
BE APPLIED TO THE PREPAYMENT OF THE LOANS PURSUANT TO SECTION 2.05(B)(III), THE
BORROWER AND EACH SUBSIDIARY MAY PURCHASE, REDEEM OR OTHERWISE ACQUIRE ITS
COMMON EQUITY INTERESTS
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WITH THE PROCEEDS RECEIVED FROM THE SUBSTANTIALLY CONCURRENT ISSUE OF NEW COMMON
EQUITY INTERESTS;
(D)
FOR SO LONG AS THE BORROWER IS TREATED AS A PARTNERSHIP OR OTHER
SUBSTANTIALLY SIMILARLY TREATED PASS-THROUGH ENTITY FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES, THE BORROWER SHALL BE PERMITTED TO MAKE RESTRICTED PAYMENTS
TO THE TAX RECIPIENTS (WHICH SHALL BE DEEMED FOR ANY TAX PURPOSES TO BE A
DISTRIBUTION WITH RESPECT TO EQUITY FROM BORROWER TO ITS DIRECT EQUITY OWNER,
AND FROM SUCH EQUITY OWNER TO EACH SUCCESSIVE DIRECT EQUITY OWNER UNTIL SUCH
AMOUNTS ARE DISTRIBUTED TO THE TAX RECIPIENTS), IN AN AMOUNT NOT TO EXCEED THE
TAX AMOUNT FOR THE RELATED PERIOD; PROVIDED, HOWEVER, THAT (I) PRIOR TO ANY
DISTRIBUTIONS OF TAX AMOUNTS THE BORROWER SHALL DELIVER AN OFFICERS' CERTIFICATE
TO THE ADMINISTRATIVE AGENT TO THE EFFECT THAT THE BORROWER IS A PARTNERSHIP OR
OTHER SUBSTANTIALLY SIMILARLY TREATED PASS-THROUGH ENTITY, FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES AND (II) AT THE TIME OF SUCH DISTRIBUTIONS, THE MOST
RECENT AUDITED FINANCIAL STATEMENTS OF THE BORROWER REQUIRED TO HAVE BEEN
FURNISHED PURSUANT TO SECTION 6.01(A)REFLECT THAT THE BORROWER IS TREATED AS A
PARTNERSHIP OR OTHER SUBSTANTIALLY