OR REPLACE THE PROPERTY OF SUCH
PERSON (OR PART THEREOF) WHICH WAS SUBJECT TO SUCH CASUALTY OR CONDEMNATION AT
SUCH PERSON'S COST AND EXPENSE, WHETHER OR NOT THE INSURANCE PROCEEDS OR
CONDEMNATION AWARD, IF ANY, RECEIVED ON ACCOUNT OF SUCH EVENT SHALL BE
SUFFICIENT FOR THAT PURPOSE (SUBJECT IN THE CASE OF LEASED PROPERTY, TO THE
RIGHTS OF LESSORS THEREOF); PROVIDED, HOWEVER, THAT SUCH PROPERTY NEED NOT BE
REPAIRED, RESTORED OR REPLACED TO THE EXTENT THE FAILURE TO MAKE SUCH REPAIR,
RESTORATION OR REPLACEMENT (I)(A) IS DESIRABLE TO THE PROPER CONDUCT OF THE
BUSINESS OF SUCH PERSON IN THE ORDINARY COURSE AND OTHERWISE IN THE BEST
INTEREST OF SUCH PERSON AND (B) WOULD NOT MATERIALLY IMPAIR THE RIGHTS AND
BENEFITS OF THE COLLATERAL AGENT OR THE FINANCE PARTIES UNDER THE COLLATERAL
DOCUMENTS OR ANY OTHER TERM LOAN DOCUMENT OR (II) THE FAILURE TO REPAIR, RESTORE
OR REPLACE THE PROPERTY IS ATTRIBUTABLE TO THE APPLICATION OF THE INSURANCE
PROCEEDS FROM SUCH CASUALTY OR THE CONDEMNATION AWARD FROM SUCH CONDEMNATION TO
PAYMENT OF THE TERM LOAN OBLIGATIONS IN ACCORDANCE WITH THE FOLLOWING PROVISIONS
OF THIS SECTION 6.07(B).
SUBJECT TO THE INTERCREDITOR AGREEMENT, IF HOLDINGS OR
ANY OF ITS SUBSIDIARIES SHALL RECEIVE ANY INSURANCE PROCEEDS FROM A CASUALTY
(OTHER THAN PROCEEDS IN RESPECT OF ABL PRIORITY COLLATERAL) OR CONDEMNATION
AWARD FROM A CONDEMNATION WITH RESPECT TO PROPERTY NOT CONSTITUTING ABL PRIORITY
COLLATERAL IN EXCESS OF $5,000,000, SUCH PERSON WILL IMMEDIATELY PAY OVER SUCH
PROCEEDS TO THE ADMINISTRATIVE AGENT FOR PAYMENT OF THE TERM LOAN OBLIGATIONS IN
ACCORDANCE WITH SECTION 2.08(B), OR IF SUCH FUNDS CONSTITUTE REINVESTMENT FUNDS,
EITHER (I) IMMEDIATELY PAY OVER SUCH PROCEEDS TO THE COLLATERAL AGENT TO BE HELD
BY THE COLLATERAL AGENT IN THE REINVESTMENT FUNDS ACCOUNT ESTABLISHED UNDER THE
SECURITY AGREEMENT, OR (II) PAY OVER SUCH PROCEEDS TO THE ABL FACILITY AGENT (AS
SUCH TERM IS DEFINED IN THE ABL CREDIT AGREEMENT) IN ACCORDANCE WITH THE ABL
CREDIT AGREEMENT IN REPAYMENT OF OUTSTANDING LOANS UNDER THE ABL CREDIT
AGREEMENT, PROVIDED THAT THE AGGREGATE AMOUNT OF ALL SUCH REINVESTMENT FUNDS
USED TO REPAY AMOUNTS OUTSTANDING UNDER THE ABL CREDIT AGREEMENT, NET OF ALL
AMOUNTS SUBSEQUENTLY BORROWED UNDER THE ABL CREDIT AGREEMENT AND USED IN THE
RESTRUCTURING OR REPLACEMENT OF COLLATERAL IN ACCORDANCE WITH THIS SECTION
6.07(B) SHALL NOT AT ANY TIME EXCEED $5,000,000.
THE ADMINISTRATIVE AGENT
AGREES TO CAUSE THE COLLATERAL AGENT TO RELEASE SUCH INSURANCE PROCEEDS OR
CONDEMNATION AWARDS TO THE BORROWER UPON ITS REQUEST AND AS NEEDED FROM TIME TO
TIME TO PAY FOR THE REPAIR, RESTORATION OR REPLACEMENT OF THE PORTION OF THE
PROPERTY SUBJECT TO SUCH CASUALTY OR CONDEMNATION IF, BUT ONLY IF, THE
CONDITIONS SET FORTH IN CLAUSES (IV) AND (V) OF THE FIRST PROVISO OF THE
DEFINITION OF "REINVESTMENT FUNDS" ARE SATISFIED AT THE TIME OF SUCH REQUEST.
SECTION 6.08
COMPLIANCE WITH LAW.
EACH OF THE GROUP COMPANIES WILL COMPLY WITH
ALL REQUIREMENTS OF LAW APPLICABLE TO IT AND ITS PROPERTIES TO THE EXTENT THAT
NONCOMPLIANCE WITH ANY SUCH REQUIREMENT OF LAW COULD REASONABLY