ANY INSOLVENCY,
BANKRUPTCY, RECEIVERSHIP, LIQUIDATION, REORGANIZATION OR OTHER SIMILAR
PROCEEDING UNDER THE LAWS OF ANY JURISDICTION RELATING TO ANY
44
BORROWER, ITS DEBTS OR ITS ASSETS, WHETHER VOLUNTARY OR INVOLUNTARY, ALL SUCH
OBLIGATIONS SHALL BE PAID IN FULL IN CASH BEFORE ANY PAYMENT OR DISTRIBUTION OF
ANY CHARACTER, WHETHER IN CASH, SECURITIES OR OTHER PROPERTY, SHALL BE MADE TO
ANY OTHER BORROWER THEREFOR.
(I)
EACH OF THE PERSONS COMPOSING BORROWERS
HEREBY AGREES THAT, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
DEFAULT OR EVENT OF DEFAULT, THE PAYMENT OF ANY AMOUNTS DUE WITH RESPECT TO THE
INDEBTEDNESS OWING BY ANY BORROWER TO ANY OTHER BORROWER IS HEREBY SUBORDINATED
TO THE PRIOR PAYMENT IN FULL IN CASH OF THE OBLIGATIONS.
EACH BORROWER HEREBY
AGREES THAT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY DEFAULT OR
EVENT OF DEFAULT, SUCH BORROWER WILL NOT DEMAND, SUE FOR OR OTHERWISE ATTEMPT TO
COLLECT ANY INDEBTEDNESS OF ANY OTHER BORROWER OWING TO SUCH BORROWER UNTIL THE
OBLIGATIONS SHALL HAVE BEEN PAID IN FULL IN CASH.
IF, NOTWITHSTANDING THE
FOREGOING SENTENCE, SUCH BORROWER SHALL COLLECT, ENFORCE OR RECEIVE ANY AMOUNTS
IN RESPECT OF SUCH INDEBTEDNESS, SUCH AMOUNTS SHALL BE COLLECTED, ENFORCED AND
RECEIVED BY SUCH BORROWER AS TRUSTEE FOR THE AGENT, AND SUCH BORROWER SHALL
DELIVER ANY SUCH AMOUNTS TO AGENT FOR APPLICATION TO THE OBLIGATIONS IN
ACCORDANCE WITH SECTION 2.5(B).
2.18
INCREASE IN MAXIMUM AMOUNT AND COMMITMENTS.
(A)
INCREASE IN MAXIMUM AMOUNT.
PROVIDED THAT
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWERS SHALL HAVE THE
RIGHT AT ANY TIME, ON UP TO FIVE (5) SEPARATE OCCASIONS (SUBJECT TO SECTION
2.18(B)(III)) AND UPON NOT LESS THAN FIVE (5) BUSINESS DAYS PRIOR WRITTEN NOTICE
TO THE AGENT IN EACH INSTANCE, TO ELECT TO INCREASE THE MAXIMUM AMOUNT (OTHER
THAN THE SEASONAL OVERADVANCE AMOUNT) BY AN AMOUNT OF UP TO $30,000,000.00 IN
THE AGGREGATE (EACH, A "COMMITMENT INCREASE") FROM THE EXISTING AGGREGATE AMOUNT
OF $100,000,000.00, TO AN AGGREGATE AMOUNT OF $130,000,000.00 (THE "INCREASED
MAXIMUM AMOUNT").
EACH SUCH REQUESTED INCREASE SHALL BE IN THE MINIMUM AMOUNT
OF $5,000,000.00.
EACH SUCH REQUESTED INCREASE SHALL BE MADE TO ALL EXISTING
LENDERS ON A PRO RATA BASIS IN ACCORDANCE WITH SCHEDULE C-1, EXCEPT AS OTHERWISE
PROVIDED IN SECTION 2.18(D).
(B)
INCREASE CONDITIONS.
NO COMMITMENT INCREASE
SHALL BECOME EFFECTIVE UNLESS AND UNTIL EACH OF THE FOLLOWING CONDITIONS HAVE
BEEN SATISFIED:
(I)
THE BORROWERS SHALL HAVE PAID THE AGENT
THE COMMITMENT INCREASE FEE WITH RESPECT TO SUCH COMMITMENT INCREASE;
(II)
A NOTE WILL BE ISSUED, AT THE BORROWERS'
EXPENSE, TO EACH LENDER TO THE EXTENT NECESSARY TO REFLECT THE NEW COMMITMENTS
OF SUCH LENDER; AND
(III)
THE BORROWERS SHALL HAVE DELIVERED SUCH
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS WITH RESPECT TO THE COMMITMENT
INCREASE AS THE AGENT MAY REASONABLY HAVE REQUESTED.
(C)
COMMITMENT INCREASE DATE.
THE AGENT SHALL
PROMPTLY NOTIFY EACH LENDER AS TO THE EFFECTIVENESS OF ANY SUCH COMMITMENT
INCREASE (WITH THE DATE OF SUCH EFFECTIVENESS BEING REFERRED TO HEREIN AS THE
"COMMITMENT INCREASE DATE"), AND AT SUCH