NOTICE OF SUCH FACT
TO BORROWER, EITHER:
(I)
GIVE NOTICE TO AGENT ELECTING TO PREPAY
THE PRINCIPAL OF THE REVOLVING LOANS (AND AFTER ALL REVOLVING LOANS ARE REPAID
IN FULL, PROVIDE LC COLLATERAL IN ACCORDANCE WITH SECTION 2.14(A)) IN AN
AGGREGATE AMOUNT AT LEAST EQUAL TO SUCH BORROWING BASE DEFICIENCY (OR, IF THE
REVOLVING LOANS HAVE BEEN PAID IN FULL, PAY TO LC ISSUER LC COLLATERAL AS
REQUIRED UNDER SECTION 2.14(A)), SUCH PREPAYMENT TO BE MADE IN FULL ON OR BEFORE
THE SECOND BUSINESS DAY AFTER SUCH NOTICE BY BORROWER, OR
25
(II)
PROVIDE THE AGENT WITH A REVISED BORROWING
BASE CERTIFICATE WHICH INDICATES THEREIN THAT THE BORROWING BASE DEFICIENCY NO
LONGER EXISTS.
(B)
NO LATER THAN THE 366TH DAY AFTER THE
RECEIPT OF ANY NET CASUALTY PROCEEDS AGGREGATING IN EXCESS OF $1,000,000 FOR ANY
SINGLE TRANSACTION OR RELATED SERIES OF TRANSACTIONS, BORROWER SHALL APPLY SUCH
NET CASUALTY PROCEEDS TO REPAY THE REVOLVING LOANS, AND THE REVOLVING LOAN
COMMITMENT SHALL BE PERMANENTLY REDUCED IN AN AGGREGATE AMOUNT EQUAL TO SUCH NET
CASUALTY PROCEEDS.
(C)
EACH PREPAYMENT OF PRINCIPAL UNDER THIS
SECTION SHALL BE ACCOMPANIED BY ALL INTEREST THEN ACCRUED AND UNPAID ON THE
PRINCIPAL SO PREPAID.
ANY PRINCIPAL OR INTEREST PREPAID PURSUANT TO THIS
SECTION SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ALL PAYMENTS OTHERWISE
REQUIRED TO BE PAID UNDER THE LOAN DOCUMENTS AT THE TIME OF SUCH PREPAYMENT.
SECTION 2.8.
BORROWING BASE.
BORROWER SHALL
DETERMINE FROM TIME TO TIME THE BORROWING BASE BY SUBMITTING TO THE AGENT THE
BORROWING BASE CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.8 HERETO.
SECTION 2.9.
LETTERS OF CREDIT.
SUBJECT TO
THE TERMS AND CONDITIONS HEREOF, BORROWER MAY DURING THE COMMITMENT PERIOD
REQUEST LC ISSUER TO, AND LC ISSUER SHALL, ISSUE ONE OR MORE LETTERS OF CREDIT,
PROVIDED THAT, AFTER TAKING SUCH LETTER OF CREDIT INTO ACCOUNT:
(A)
THE REVOLVING FACILITY USAGE DOES NOT
EXCEED THE ADJUSTED BORROWING BASE AT SUCH TIME; AND
(B)
THE EXPIRATION DATE OF SUCH LETTER OF CREDIT
IS PRIOR TO THE END OF THE COMMITMENT PERIOD.
All Existing Letters of Credit shall be deemed to have been issued pursuant
hereto, and from and after the Closing Date shall be subject to and governed by
the terms and conditions hereof.
SECTION 2.10.
REQUESTING LETTERS OF CREDIT.
BORROWER MUST MAKE WRITTEN APPLICATION FOR ANY LETTER OF CREDIT AT LEAST TWO (2)
BUSINESS DAYS (OR SUCH SHORTER PERIOD AS LC ISSUER MAY IN ITS DISCRETION FROM
TIME TO TIME AGREE) BEFORE THE DATE ON WHICH BORROWER DESIRES FOR LC ISSUER TO
ISSUE SUCH LETTER OF CREDIT.
BY MAKING ANY SUCH WRITTEN APPLICATION BORROWER
SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE LC CONDITIONS
DESCRIBED IN SECTION 2.11 WILL BE MET AS OF THE DATE OF ISSUANCE OF SUCH LETTER
OF CREDIT.
EACH SUCH WRITTEN APPLICATION FOR A LETTER OF CREDIT MUST BE MADE IN
WRITING IN THE FORM AND SUBSTANCE OF EXHIBIT 2.10, THE TERMS AND PROVISIONS OF
WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE (OR