OF A DEFAULT OR AN EVENT OF
DEFAULT, SUCH PROCEEDS SHALL NOT BE REQUIRED TO BE SO APPLIED TO THE EXTENT THAT
SUCH PROCEEDS ARE USED TO REPLACE, REPAIR, OR RESTORE THE PROPERTIES OR ASSETS
IN RESPECT OF WHICH SUCH PROCEEDS WERE PAID IF (I) THE AMOUNT OF PROCEEDS
RECEIVED IN RESPECT OF SUCH SALES, DISPOSITIONS, INSURANCE POLICIES, OR
CONDEMNATION AWARDS ARE LESS THAN $5,000,000 IN THE AGGREGATE DURING THE TERM OF
THIS AGREEMENT, (II) BORROWERS DELIVER A CERTIFICATE TO AGENT WITHIN 10 DAYS
AFTER SUCH SALE OR 30 DAYS AFTER THE DATE OF SUCH LOSS, DESTRUCTION, OR TAKING,
AS THE CASE MAY BE, STATING THAT SUCH PROCEEDS SHALL BE USED TO REPLACE, REPAIR,
OR RESTORE SUCH PROPERTIES OR ASSETS WITHIN A PERIOD SPECIFIED IN SUCH
CERTIFICATE NOT TO EXCEED THE EARLIER OF (X) 180 DAYS AFTER THE RECEIPT OF SUCH
PROCEEDS AND (Y) THE MATURITY DATE (WHICH CERTIFICATE SHALL SET FORTH ESTIMATES
OF THE PROCEEDS TO BE SO EXPENDED), AND (III) SUCH PROCEEDS ARE IMMEDIATELY
DEPOSITED IN A DEPOSIT ACCOUNT SUBJECT TO A CONTROL AGREEMENT. IF ALL OR ANY
PORTION OF SUCH PROCEEDS NOT SO APPLIED TO THE PREPAYMENT OF THE OBLIGATIONS IN
9
ACCORDANCE WITH THIS CLAUSE (2) ARE NOT USED IN ACCORDANCE WITH THE PRECEDING
SENTENCE WITHIN THE PERIOD SPECIFIED IN THE RELEVANT CERTIFICATE FURNISHED
PURSUANT HERETO, SUCH REMAINING PORTION SHALL BE APPLIED TO THE OBLIGATIONS IN
ACCORDANCE WITH THIS CLAUSE (2) ON THE LAST DAY OF SUCH SPECIFIED PERIOD.
(E)
OPTIONAL PREPAYMENT OF TERM LOANS. THE BORROWERS SHALL HAVE THE
PRIVILEGE OF MAKING FULL OR PARTIAL PREPAYMENTS OF THE TERM LOANS, UPON FIVE (5)
BUSINESS DAYS PRIOR WRITTEN NOTICE TO THE AGENT; PROVIDED THAT ANY SUCH
PREPAYMENT SHALL BE ACCOMPANIED BY THE APPLICABLE PREPAYMENT PREMIUM AS PROVIDED
IN THE FEE LETTER. ANY OPTIONAL PREPAYMENT OF THE TERM LOANS SHALL BE IN A
MINIMUM AMOUNT OF $1,000,000. EACH SUCH PREPAYMENT OF THE TERM LOANS SHALL BE
APPLIED AGAINST THE REMAINING INSTALLMENTS OF PRINCIPAL OF THE APPLICABLE TERM
LOAN IN THE INVERSE ORDER OF MATURITY. NOTWITHSTANDING ANYTHING TO CONTRARY
CONTAINED HEREIN, THE TERM LOAN B COMMITMENT SHALL BE REDUCED BY AN AMOUNT EQUAL
TO THE AMOUNT THAT THE PRINCIPAL BALANCE OF THE TERM LOAN B IS PREPAID PURSUANT
TO THIS SECTION 2.4(E).
2.5
OVERADVANCES. IF, AT ANY TIME OR FOR ANY REASON, THE AGGREGATE
AMOUNT OF OUTSTANDING PRINCIPAL OF THE ADVANCES ACCRUED AND PAYABLE BY BORROWERS
TO THE LENDER GROUP PURSUANT TO SECTION 2.1 IS GREATER THAN ANY OF THE
LIMITATIONS SET FORTH IN SECTION 2.1 (AN "OVERADVANCE"), BORROWERS IMMEDIATELY
SHALL PAY TO AGENT, IN CASH, THE AMOUNT OF SUCH EXCESS, WHICH AMOUNT SHALL BE
USED BY AGENT TO REDUCE THE AGGREGATE AMOUNT OF THE THEN OUTSTANDING ADVANCES.
IN ADDITION, BORROWERS HEREBY PROMISE TO PAY THE OBLIGATIONS (INCLUDING
PRINCIPAL, INTEREST, FEES, COSTS, AND EXPENSES) IN DOLLARS IN FULL AS AND WHEN
DUE AND PAYABLE UNDER THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
2.6
INTEREST:
RATES, PAYMENTS, AND CALCULATIONS.
(A)
INTEREST RATES. EXCEPT AS PROVIDED