TO BE DEPOSITED WITH RESPECT TO OUTSTANDING
LETTER OF CREDIT OBLIGATIONS PURSUANT TO SECTIONS 1.5(F) OR 7.3; PROVIDED, THAT
SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, EXPENSE
REIMBURSEMENTS PURSUANT TO SECTION 1.3(E) SHALL BE PAYABLE 10 DAYS AFTER NOTICE
THEREOF TO BORROWER REPRESENTATIVE (AND OTHERWISE SUCH EXPENSE REIMBURSEMENTS
SHALL BE PAYABLE UPON DEMAND).
1.5.
PREPAYMENTS.
(A)
VOLUNTARY PREPAYMENTS OF LOANS.
AT ANY TIME, BORROWERS MAY PREPAY
THE LOANS, IN WHOLE OR IN PART, WITHOUT PREMIUM OR PENALTY SUBJECT TO THE
PAYMENT OF LIBOR BREAKAGE COSTS, IF APPLICABLE.
(B)
PREPAYMENTS FROM ASSET DISPOSITIONS.
(I)
EXCEPT AS PROVIDED IN
SECTION 1.5(B)(II) BELOW AND OTHER THAN ANY ASSET DISPOSITIONS IN CONNECTION
WITH THE PERMITTED RECEIVABLES FINANCING AS OTHERWISE PERMITTED HEREUNDER,
IMMEDIATELY UPON RECEIPT OF ANY NET PROCEEDS IN EXCESS OF $2,500,000 IN THE
AGGREGATE DURING ANY FISCAL YEAR, BORROWERS SHALL PREPAY THE LOANS IN AN AMOUNT
EQUAL TO SUCH NET PROCEEDS, EXCEPT THAT BORROWERS OR THEIR SUBSIDIARIES MAY
REINVEST ALL OR A PORTION OF THE NET PROCEEDS OF ANY SUCH ASSET DISPOSITION,
WITHIN THREE HUNDRED AND SIXTY (360) DAYS, IN FIXED ASSETS.
IF BORROWERS DO NOT
INTEND TO SO REINVEST SUCH NET PROCEEDS OR IF THE PERIOD SET FORTH IN THE
IMMEDIATELY PRECEDING SENTENCE EXPIRES WITHOUT BORROWERS HAVING REINVESTED THE
NET PROCEEDS OF ANY SUCH ASSET DISPOSITION, BORROWERS SHALL PREPAY THE LOANS IN
AN AMOUNT EQUAL TO SUCH REMAINING NET PROCEEDS IN ACCORDANCE WITH SECTION
1.5(D).
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN THE
EVENT THAT, AND FOR SO LONG AS, BORROWERS HAVE BORROWING AVAILABILITY, BOTH
BEFORE AND AFTER GIVING EFFECT TO ANY SUCH PREPAYMENT, IN EXCESS OF $20,000,000,
THE PROVISIONS OF THIS SECTION 1.5(B) SHALL NOT BE APPLICABLE (I.E. NO MANDATORY
PREPAYMENT PURSUANT TO THIS SECTION 1.5(B) SHALL BE REQUIRED).
(II)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
PAYMENTS FROM (A) INSURANCE PROCEEDS OR (B) CONDEMNATION PROCEEDS, IN EACH CASE,
FROM CASUALTIES OR LOSSES TO COLLATERAL SHALL BE APPLIED TO THE LOAN IN
ACCORDANCE WITH THIS SECTION1.5(B)(II).
IF (I) BORROWERS NOTIFY AGENT IN
WRITING WITHIN THIRTY (30) DAYS AFTER THE OCCURRENCE OF SUCH EVENT THAT IT
INTENDS TO REPLACE OR RESTORE THE AFFECTED COLLATERAL, (II) THE COST REQUIRED TO
REPLACE THE COLLATERAL WITH THE SAME OR SUBSTANTIALLY SIMILAR ASSETS OR RESTORE
THE COLLATERAL TO THE SAME VALUE AS IT HAD PRIOR TO THE CASUALTY OR CONDEMNATION
DOES NOT EXCEED $2,500,000 AND (III) SUCH PROCEEDS, TOGETHER WITH ANY AMOUNTS
CONTRIBUTED TO OR OTHERWISE AVAILABLE TO BORROWERS TO REPLACE OR RESTORE THE
COLLATERAL, ARE SUFFICIENT TO COVER ALL OR SUBSTANTIALLY ALL OF THE REPLACEMENT
OR RESTORATION OF THE AFFECTED COLLATERAL, 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 360 DAYS OF SUCH EVENT, SUCH INSURANCE
PROCEEDS OR CONDEMNATION PROCEEDS SHALL BE APPLIED TO THE OBLIGATIONS IN
ACCORDANCE WITH SECTION 1.5(B)(I).