DEFINITION OF
BORROWING BASE, (2) THE REVOLVING LOAN LIMIT, (3) THE MAXIMUM CREDIT OR (4) THE
AMOUNT OF REVOLVING LOANS, THE EXISTING TERM LOAN OR LETTER OF CREDIT
ACCOMMODATIONS AVAILABLE TO BORROWERS AT ANY TIME;
(F)
AMEND, MODIFY OR WAIVE ANY OF THE PROVISIONS OF THE DEFINITION OF
BORROWING BASE OR OF ANY OF THE DEFINED TERMS REFERRED TO IN THE DEFINITION OF
BORROWING BASE IF THE EFFECT THEREOF INCREASES THE AMOUNT OF THE BORROWING BASE;
(G)
REDUCE THE AMOUNT OF EXCESS AVAILABILITY REQUIRED IN SECTION
4.2(D) OR SECTION 9.17 HEREOF;
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(H)
AMEND, MODIFY, OR WAIVE THE PROVISIONS OF SECTIONS 9.17 OR 9.18
HEREOF, OR ANY DEFINITION OF ANY TERM RELATING TO THE FINANCIAL TERMS USED IN
SUCH SECTION, IF SUCH AMENDMENT, MODIFICATION OR WAIVER MAKES THE COVENANTS
CONTAINED THEREIN LESS RESTRICTIVE; OR
(I)
AMEND, MODIFY OR WAIVE ANY PROVISION OF THE DEFINITIONS OF
AVAILABILITY COMPLIANCE PERIOD, EXCESS AVAILABILITY, SPECIFIED EXCESS
AVAILABILITY AMOUNT OR ADDITIONAL APPRAISAL/FIELD EXAM PERIOD;
(II)
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND EACH REVOLVING
LOAN LENDER DIRECTLY AFFECTED THEREBY, NO SUCH AMENDMENT, WAIVER, DISCHARGE OR
TERMINATION SHALL:
(A)
AMEND, MODIFY OR WAIVE ANY OF THE PROVISIONS OF THIS SECTION
11.3(A)(II);
(B)
REDUCE ANY PERCENTAGE SPECIFIED IN THE DEFINITION OF REQUIRED
REVOLVING LOAN LENDERS;
(C)
REDUCE THE REVOLVING LOAN INTEREST RATE OR ANY FEES OR INDEMNITIES
RELATED TO THE REVOLVING LOANS OR LETTER OF CREDIT ACCOMMODATIONS, AMEND, MODIFY
OR WAIVE THE PROVISIONS OF SECTION 14.1(B) HEREOF OR OTHERWISE EXTEND THE TIME
OF PAYMENT OF PRINCIPAL OF THE REVOLVING LOANS, EXTEND THE TIME OF PAYMENT OF
INTEREST OR ANY FEES RELATED TO THE REVOLVING LOANS OR REDUCE THE PRINCIPAL
AMOUNT OF ANY REVOLVING LOANS OR LETTER OF CREDIT ACCOMMODATIONS; OR
(D)
INCREASE THE TOTAL AMOUNT OF REVOLVING LOAN COMMITMENTS OR THE
REVOLVING LOAN COMMITMENT OF ANY REVOLVING LOAN LENDER OVER THE AMOUNT THEREOF
THEN IN EFFECT OR PROVIDED HEREUNDER;
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION
11.3(A) ABOVE, AGENT MAY, IN ITS DISCRETION AND WITHOUT THE CONSENT OF THE
LENDERS, AMEND OR OTHERWISE MODIFY THE BORROWING BASE, THE RESERVES OR ANY OF
THEIR RESPECTIVE COMPONENTS WHICH AMENDMENTS OR MODIFICATIONS HAVE THE EFFECT OF
INCREASING THE BORROWING BASE, DECREASING THE RESERVES OR OTHERWISE INCREASING
THE AMOUNTS AVAILABLE FOR BORROWING HEREUNDER TO THE EXTENT THAT SUCH AMENDMENT
OR MODIFICATION IS MADE TO RESTORE THE BORROWING BASE, RESERVES OR OTHER
COMPONENTS THEREOF IF THE REASON FOR SUCH REDUCTION OR INCREASE NO LONGER
EXISTS, AS DETERMINED BY AGENT.
(C)
AGENT AND LENDERS SHALL NOT, BY ANY ACT, DELAY, OMISSION OR
OTHERWISE BE DEEMED TO HAVE EXPRESSLY OR IMPLIEDLY WAIVED ANY OF ITS OR THEIR
RIGHTS, POWERS AND/OR REMEDIES UNLESS SUCH WAIVER SHALL BE IN WRITING AND SIGNED
AS PROVIDED HEREIN. ANY SUCH WAIVER SHALL BE ENFORCEABLE ONLY TO THE EXTENT
SPECIFICALLY SET FORTH THEREIN. A WAIVER BY AGENT OR ANY LENDER OF ANY RIGHT,
POWER AND/OR REMEDY ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO OR
WAIVER OF ANY SUCH RIGHT, POWER AND/OR