DAILY UNPAID
PRINCIPAL BALANCE OF THE LOANS FOR ANY FISCAL QUARTER AFTER JUNE 30, 2005, SHALL
BE LESS THAN $10,000,000, THE LENDER MAY, BY NOTICE TO THE BORROWERS, REQUIRE
THAT THE LOANS BE REPAID IN FULL AS SET FORTH IN SECTION 6.10 OF THIS AGREEMENT,
TOGETHER WITH ALL OTHER AMOUNTS OWING HEREUNDER, AND THIS AGREEMENT SHALL
TERMINATE, AND ALL AMOUNTS OWING HEREUNDER SHALL BE DUE AND PAYABLE, ON THE
THIRTIETH (30TH) CALENDAR DAY (OR NEXT SUCCEEDING BUSINESS DAY) FOLLOWING THE
DATE OF DELIVERY OF SUCH NOTICE.
(D)
CONCURRENTLY WITH THE RECEIPT OF ANY
PERMITTED NET DISPOSITION PROCEEDS, SUCH PERMITTED NET DISPOSITION PROCEEDS ON
DEPOSIT IN THE CONCENTRATION ACCOUNT SHALL BE APPLIED AS SET FORTH IN
SECTION 6.10 OF THIS AGREEMENT.
(E)
ON OR AFTER THE OCCURRENCE OF AN
ACCELERATED AMORTIZATION EVENT, THE BORROWERS SHALL PREPAY THE LOANS ON EACH
PAYMENT DATE IN AN AMOUNT EQUAL TO THE GREATER OF (X) THE BALANCE REMAINING IN
THE ARC CONCENTRATION ACCOUNT FOLLOWING APPLICATION OF THE AMOUNTS PAID PURSUANT
TO SECTION 6.10(C)(I) THROUGH (V) AND (Y) AN AMOUNT EQUAL TO THE AGGREGATE LOANS
OUTSTANDING AS OF THE DATE OF THE ACCELERATED AMORTIZATION EVENT, DIVIDED BY 72.
(F)
FOLLOWING ANY FAILURE OF THE BORROWERS TO
DELIVER A BORROWING BASE REPORT AS PROVIDED FOR IN SECTION 6.01(E) OF THIS
AGREEMENT, ALL AMOUNTS ON DEPOSIT IN THE CONCENTRATION ACCOUNT SHALL BE APPLIED
AS SET FORTH IN SECTION 6.10(D) OF THIS AGREEMENT.
SECTION 2.08
OPTIONAL PREPAYMENTS.
THE BORROWERS
MAY AT ANY TIME AND FROM TIME TO TIME, PREPAY THE LOANS, IN WHOLE OR IN PART
UPON IRREVOCABLE NOTICE TO THE LENDER.
IF ANY SUCH NOTICE IS GIVEN, THE AMOUNT
SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN,
TOGETHER WITH ANY ACCRUED INTEREST TO SUCH DATE ON THE AMOUNT PREPAID.
EACH
PARTIAL PREPAYMENT OF LOANS PURSUANT TO THIS SUBSECTION SHALL BE IN AN AGGREGATE
PRINCIPAL AMOUNT OF $100,000 OR SUCH AMOUNT PLUS A WHOLE MULTIPLE OF $100,000 IN
EXCESS THEREOF, OR, IF LESS, THE OUTSTANDING PRINCIPAL BALANCE OF THE LOANS.
SECTION 2.09
EXTENSION OF TERMINATION DATE.
AT
THE REQUEST OF THE BORROWERS MADE AT LEAST NINETY (90) DAYS, BUT IN NO EVENT
EARLIER THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE THEN CURRENT
TERMINATION DATE, THE LENDER MAY IN ITS SOLE DISCRETION EXTEND THE TERMINATION
DATE FOR A PERIOD TO BE REQUESTED BY BORROWERS AND APPROVED BY LENDER IN ITS
SOLE DISCRETION BY GIVING WRITTEN NOTICE OF SUCH EXTENSION TO THE BORROWERS NO
LATER THAN SIXTY (60) DAYS, BUT IN NO EVENT EARLIER THAN THIRTY (30) DAYS, PRIOR
TO THE THEN CURRENT TERMINATION DATE.
ANY FAILURE BY THE LENDER TO DELIVER SUCH
NOTICE OF EXTENSION SHALL BE DEEMED TO BE THE LENDER'S DETERMINATION NOT TO
EXTEND THE THEN CURRENT TERMINATION DATE.
SECTION 2.10
LIBOR RATE LENDING UNLAWFUL.
IF THE
LENDER SHALL DETERMINE (WHICH DETERMINATION SHALL, UPON NOTICE THEREOF TO EACH
BORROWER, BE CONCLUSIVE AND BINDING ON EACH BORROWER) THAT THE INTRODUCTION OF
OR ANY CHANGE IN OR IN THE INTERPRETATION OF ANY