Definition of Term Loan Borrowing Base Reserves


Term Loan Borrowing Base Reserves means, with respect to the Term Loan Borrowing Base, without duplication, (a) the Term Loan Real Estate Deficiency Reserve, (b) the Term Loan Realty Reserve, and (c) such other reserves established by the Term Agent in its Permitted Discretion, from time to time against Borrowing Base Real Estate and Eligible Trade Names (i) to reflect existing or possible impediments to the Term Agent's ability to realize upon the Term Loan Priority Collateral, (ii) to reflect claims, liabilities, expenses and other amounts that the Term Agent reasonably determines may need to be satisfied or paid in connection with the enforcement of its Liens on the Borrowing Base Real Estate or Eligible Trade Names (including, without limitation, payments in respect of tax liabilities being contested as contemplated by Section 4.7(a)), or (iii) to reflect criteria, events, conditions, contingencies or risks which adversely affect the condition of the Borrowing Base Real Estate or Eligible Trade Names or the validity or enforceability of this Agreement or the other Loan Documents or any material remedies of the Term Agent hereunder or thereunder, in each case, whether or not such matters would constitute a Default or Event of Default hereunder. The amount of any Term Loan Borrowing Base Reserve established under clause (c) above shall bear a reasonable relationship to the matter which is the basis of such Term Loan Borrowing Base Reserve. Notwithstanding the foregoing or anything to the contrary contained herein, Term Loan Borrowing Base Reserves shall be without duplication of items that are addressed or excluded through eligibility criteria.