THE AGENT, ON BEHALF OF THE
LENDERS, TO MAKE A REVOLVING LOAN PURSUANT TO THIS SECTION 3, IT SHALL GIVE THE
AGENT NOTICE IN WRITING OR IRREVOCABLE TELEPHONIC NOTICE CONFIRMED PROMPTLY IN
WRITING, SPECIFYING (A) THE AMOUNT TO BE BORROWED, AND (B) THE REQUESTED
BORROWING DATE (WHICH SHALL BE A BUSINESS DAY AND SHALL BE PRIOR TO THE
COMMITMENT TERMINATION DATE, OR PRIOR TO ANY OTHER EFFECTIVE TERMINATION DATE OF
THIS AGREEMENT, ALL AS FURTHER SET FORTH HEREIN), AND (C) WHETHER THE REQUESTED
REVOLVING LOAN SHALL BEAR INTEREST AT THE BASE RATE OR AT LIBOR, AS FURTHER SET
FORTH HEREIN, AND (D) IF LIBOR IS TO APPLY, THE DESIRED INITIAL INTEREST PERIOD
FOR SUCH AMOUNT, AND (E) THE BORROWING BASE APPLICABLE AS SUCH TIME.
IF THE
COMPANY FAILS TO DESIGNATE THE PROPOSED BORROWING OF A REVOLVING LOAN AS A BASE
RATE LOAN OR A LIBOR LOAN, IN ACCORDANCE WITH THIS SECTION 3.1, THEN THE
REQUESTED BORROWING SHALL BE A BASE RATE LOAN.
IF NO INTEREST PERIOD IS ELECTED
WITH RESPECT TO ANY REQUESTED BORROWING OF A LIBOR LOAN, THEN THE REQUESTED LOAN
SHALL BE MADE AS A BASE RATE LOAN.
THE PROCEDURE FOR REVOLVING LOANS TO BE MADE
ON A REQUESTED BORROWING DATE MAY BE
23
SUCH OTHER PROCEDURE AS IS MUTUALLY SATISFACTORY TO THE COMPANY, THE AGENT
AND/OR THE LENDERS.
THE AGENT SHALL MAKE LOANS AND ADVANCES BY TRANSFERS OF
IMMEDIATELY AVAILABLE FUNDS TO THE COMPANY'S BANK ACCOUNT AS SPECIFIED IN
WRITTEN INSTRUCTIONS TO BE PROVIDED BY THE COMPANY TO THE AGENT.
(II)
SUBJECT TO SECTION 14.10 HEREOF, SHOULD THE AGENT, ON BEHALF OF
THE LENDERS, FOR ANY REASON HONOR REQUESTS FOR OVERADVANCES, SUCH OVERADVANCE
SHALL BE MADE IN THE AGENT'S SOLE DISCRETION, SUBJECT TO ANY ADDITIONAL TERMS
THE AGENT AND/OR THE REQUIRED LENDERS DEEM NECESSARY.
REQUESTS FOR LOANS AND
ADVANCES SHALL BE MADE SOLELY BY THE COMPANY AND SHALL BE DIRECTED SOLELY TO THE
AGENT.
(C)
THE AGENT SHALL ON ANY REQUESTED BORROWING DATE, AND UPON NOTICE
GIVEN BY THE AGENT NO LATER THAN 9:00 A.M. PACIFIC TIME, REQUEST EACH LENDER TO
MAKE A REVOLVING LOAN IN AN AMOUNT EQUAL TO THE PRODUCT OF THE LOAN OR ADVANCE
REQUESTED PURSUANT TO SECTION 3.1(B) AND SUCH LENDER'S COMMITMENT OVER THE
REVOLVING LINE OF CREDIT.
WITHOUT LIMITING THE LIABILITY AND OBLIGATION OF EACH
LENDER TO MAKE SUCH ADVANCES, THE COMPANY AUTHORIZES THE AGENT TO CHARGE THE
COMPANY'S REVOLVING LOAN ACCOUNT WITH THE AGENT TO THE EXTENT AMOUNTS RECEIVED
FROM THE LENDERS ARE NOT SUFFICIENT TO REPAY IN FULL THE AMOUNT OF ANY SUCH
DEFICIENCY.
(D)
(I) SUBJECT TO SECTION 13.9, EACH LENDER SHALL MAINTAIN IN
ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE
INDEBTEDNESS OF THE COMPANY TO SUCH LENDER RESULTING FROM EACH REVOLVING LOAN
MADE BY SUCH LENDER FROM TIME TO TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
(II)
AS CONTEMPLATED UNDER SECTION 3.6, THE AGENT SHALL ALSO MAINTAIN
THE REVOLVING LOAN ACCOUNT