Reserve,
(iii) the Availability Block, (iv) commencing with the date that is 31 days
after the Closing Date, the Rent Reserve, and (v) the aggregate amount of
reserves, if any, established by Agent under
Section 2.1(b).
(B)
ANYTHING TO THE CONTRARY IN THIS SECTION 2.1 NOTWITHSTANDING, AGENT SHALL
HAVE THE RIGHT TO ESTABLISH RESERVES IN SUCH AMOUNTS, AND WITH RESPECT TO SUCH
MATTERS, AS AGENT IN ITS PERMITTED DISCRETION SHALL DEEM NECESSARY OR
APPROPRIATE, AGAINST THE BORROWING BASE, INCLUDING RESERVES WITH RESPECT TO (I)
SUMS THAT BORROWER IS REQUIRED TO PAY (SUCH AS TAXES, ASSESSMENTS, INSURANCE
PREMIUMS, OR, IN THE CASE OF LEASED ASSETS, RENTS OR OTHER AMOUNTS PAYABLE UNDER
SUCH LEASES) AND HAS FAILED TO PAY UNDER ANY SECTION OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, AND (II) AMOUNTS OWING BY BORROWER TO ANY PERSON TO THE
EXTENT SECURED BY A LIEN ON, OR TRUST OVER, ANY OF THE COLLATERAL, WHICH LIEN OR
TRUST, IN THE PERMITTED DISCRETION OF AGENT LIKELY WOULD HAVE A PRIORITY
SUPERIOR TO THE AGENT'S LIENS (SUCH AS LIENS OR TRUSTS IN FAVOR OF LANDLORDS,
WAREHOUSEMEN, CARRIERS, MECHANICS, MATERIALMEN, LABORERS, OR SUPPLIERS, OR LIENS
OR TRUSTS FOR AD VALOREM, EXCISE, SALES, OR OTHER TAXES WHERE GIVEN PRIORITY
UNDER APPLICABLE LAW) IN AND TO SUCH ITEM OF THE COLLATERAL.
(C)
THE LENDERS WITH REVOLVER COMMITMENTS SHALL HAVE NO OBLIGATION TO MAKE
ADDITIONAL ADVANCES HEREUNDER TO THE EXTENT SUCH ADDITIONAL ADVANCES WOULD CAUSE
THE REVOLVER USAGE TO EXCEED THE MAXIMUM REVOLVER AMOUNT.
(D)
AMOUNTS BORROWED PURSUANT TO THIS SECTION MAY BE REPAID AND, SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, REBORROWED AT ANY TIME DURING THE TERM
OF THIS AGREEMENT.
2.2 Term Loan.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, ON THE CLOSING DATE
EACH LENDER WITH A TERM LOAN COMMITMENT AGREES (SEVERALLY, NOT JOINTLY OR
31
JOINTLY AND SEVERALLY) TO MAKE TERM LOANS (COLLECTIVELY, THE "TERM LOAN") TO
BORROWER IN AN AMOUNT EQUAL TO SUCH LENDER'S PRO RATA SHARE OF THE TERM LOAN
AMOUNT.
THE TERM LOAN SHALL BE REPAID ON THE FIRST DAY OF EACH MONTH FOLLOWING
THE CLOSING DATE IN AN AMOUNT EQUAL TO $1,145,833.33.
THE OUTSTANDING UNPAID
PRINCIPAL BALANCE AND ALL ACCRUED AND UNPAID INTEREST UNDER THE TERM LOAN SHALL
BE DUE AND PAYABLE ON THE EARLIER TO OCCUR OF (I) THE MATURITY DATE, AND (II)
THE DATE OF TERMINATION OF THIS AGREEMENT, WHETHER BY ITS TERMS, BY PREPAYMENT,
OR BY ACCELERATION.
ALL AMOUNTS OUTSTANDING UNDER THE TERM LOAN SHALL
CONSTITUTE OBLIGATIONS.
(B)
IF, AS OF ANY DATE, THE OUTSTANDING PRINCIPAL BALANCE OF THE TERM LOAN
EXCEEDS THE BORROWING BASE PARTICIPANTS' COLLECTIONS WITH RESPECT TO ACCOUNTS
FOR THE IMMEDIATELY PRECEDING 120 DAY PERIOD, BORROWER SHALL MAKE AN IMMEDIATE
PREPAYMENT OF THE TERM LOAN TO THE EXTENT OF SUCH EXCESS.
(C)
IN CONNECTION WITH ANY SALE OR OTHER DISPOSITION (OTHER THAN PERMITTED
DISPOSITIONS, EXCLUSIVE OF PERMITTED DISPOSITIONS UNDER CLAUSES (A) (EXCLUSIVE
OF THE FIRST $10,000 THEREOF IN ANY 12 CONSECUTIVE MONTH PERIOD), (F), (G), OR
(H) OF