THE BORROWERS, IN ACCORDANCE WITH SECTION
2.1(E), BELOW, AND SHALL BE AVAILABLE IN UP TO FOUR (4) TRANCHES, IN THE MINIMUM
AMOUNT OF $5,000,000.00 EACH.
(III)
SEASONAL ADVANCES UNDER THE SEASONAL
OVERADVANCE FACILITY SHALL BE SECURED BY THE COLLATERAL AND SHALL CONSTITUTE
ADVANCES AND OBLIGATIONS HEREUNDER.
(IV)
ALL OBLIGATIONS OUTSTANDING UNDER THE SEASONAL
OVERADVANCE FACILITY SHALL BE PAID IN FULL IN IMMEDIATELY AVAILABLE FUNDS,
WITHOUT DEMAND, NOTICE, OR PROTEST, ON OR BEFORE 5:00 P.M. (BOSTON TIME) ON THE
LAST DAY OF THE SEASONAL OVERADVANCE PERIOD THEN IN EFFECT.
(C)
RESERVES.
ANYTHING TO THE CONTRARY IN THIS
SECTION 2.1 NOTWITHSTANDING, THE AGENT MAY (I) REDUCE THE ADVANCE RATES BASED
UPON ELIGIBLE ACCOUNTS AND ELIGIBLE INVENTORY WITHOUT DECLARING AN EVENT OF
DEFAULT IF IT DETERMINES IN ITS REASONABLE BUSINESS JUDGMENT THAT THERE HAS
OCCURRED A MATERIAL ADVERSE CHANGE; AND (II) ESTABLISH RESERVES (INCLUDING
INVENTORY RESERVES) AGAINST THE BORROWING BASE IN SUCH AMOUNTS AS AGENT IN ITS
REASONABLE JUDGMENT (FROM THE PERSPECTIVE OF AN ASSET-BASED LENDER) SHALL DEEM
NECESSARY OR APPROPRIATE, INCLUDING RESERVES ON ACCOUNT OF (Y) SUMS THAT
BORROWERS ARE 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 (Z) WITHOUT DUPLICATION OF THE FOREGOING, AMOUNTS OWING BY
BORROWERS TO ANY PERSON TO THE EXTENT SECURED BY A LIEN ON, OR TRUST OVER, ANY
OF THE COLLATERAL, WHICH LIEN OR TRUST, IN THE REASONABLE DETERMINATION OF AGENT
(FROM THE PERSPECTIVE OF AN ASSET-BASED LENDER), WOULD BE LIKELY TO HAVE A
PRIORITY SUPERIOR TO THE LIENS OF AGENT (SUCH AS LANDLORD LIENS, AD VALOREM
TAXES, OR SALES TAXES WHERE GIVEN PRIORITY UNDER APPLICABLE LAW) IN AND TO SUCH
ITEM OF THE COLLATERAL.
WITHOUT LIMITING THE FOREGOING, UPON THE EARLIER OF (I)
THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE L/C DEMAND FACILITY OR (II) THE
TERMINATION DATE OF THE L/C DEMAND FACILITY (AS DEFINED THEREIN), THE AGENT MAY,
AND AT THE REQUEST OF THE AGENT UNDER THE L/C DEMAND FACILITY WILL, ESTABLISH
RESERVES AGAINST THE BORROWING BASE IN AN AMOUNT UP TO THE UNDRAWN AND
UNREIMBURSED AMOUNT OF ALL L/C DEMAND FACILITY LETTERS OF CREDIT THEN
OUTSTANDING UNDER THE L/C DEMAND FACILITY; PROVIDED, HOWEVER, THAT THE AGENT
SHALL NOT ESTABLISH SUCH RESERVES IF AND TO THE EXTENT THAT THE BORROWERS HAVE
PROVIDED CASH COLLATERAL OR OTHER SECURITY FOR SUCH L/C DEMAND FACILITY LETTERS
OF CREDIT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTION 2.6 OF THE L/C
DEMAND FACILITY LETTER OF CREDIT AGREEMENT.
(D)
REVOLVING NATURE.
AMOUNTS BORROWED PURSUANT
TO THIS SECTION 2.1 MAY BE REPAID AND, SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, REBORROWED AT ANY TIME DURING THE TERM OF THIS AGREEMENT.
(E)
PROCEDURE FOR BORROWING.
EACH BORROWING
SHALL BE MADE UPON ADMINISTRATIVE BORROWER'S IRREVOCABLE REQUEST THEREFOR
DELIVERED TO AGENT (WHICH NOTICE MUST BE
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RECEIVED BY AGENT (I) NO LATER THAN 2:00 P.M.