OBLIGATION OF EACH LENDER HEREUNDER IS SEVERAL, AND NO LENDER SHALL BE
RESPONSIBLE FOR THE OBLIGATION OR COMMITMENT OF ANY OTHER LENDER HEREUNDER.
NOTHING CONTAINED IN THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS AND
NO ACTION TAKEN BY THE LENDERS PURSUANT HERETO OR THERETO SHALL BE DEEMED TO
CONSTITUTE THE LENDERS TO BE A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR
ANY OTHER KIND OF ENTITY.
THE AMOUNTS PAYABLE AT ANY TIME HEREUNDER TO EACH
LENDER SHALL BE A SEPARATE AND INDEPENDENT DEBT, AND SUBJECT TO SECTION 12.3
HEREOF, EACH LENDER SHALL BE ENTITLED TO PROTECT AND ENFORCE ITS RIGHTS ARISING
OUT OF THIS AGREEMENT AND IT SHALL NOT BE NECESSARY FOR ANY OTHER LENDER TO BE
JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE.
6.13
BANK PRODUCTS.
BORROWERS AND GUARANTORS, OR ANY OF THEIR
SUBSIDIARIES, MAY (BUT NO SUCH PERSON IS REQUIRED TO) REQUEST THAT THE BANK
PRODUCT PROVIDERS PROVIDE OR ARRANGE FOR SUCH PERSON TO OBTAIN BANK PRODUCTS
FROM BANK PRODUCT PROVIDERS, AND EACH BANK PRODUCT PROVIDER MAY, IN ITS SOLE
DISCRETION, PROVIDE OR ARRANGE FOR SUCH PERSON TO OBTAIN THE REQUESTED BANK
PRODUCTS.
BORROWERS AND GUARANTORS OR ANY OF THEIR SUBSIDIARIES THAT OBTAIN
BANK PRODUCTS SHALL INDEMNIFY AND HOLD ADMINISTRATIVE AGENT, EACH LENDER AND
THEIR RESPECTIVE AFFILIATES HARMLESS FROM ANY AND ALL OBLIGATIONS NOW OR
HEREAFTER OWING TO ANY OTHER PERSON BY ANY BANK PRODUCT PROVIDER IN CONNECTION
WITH ANY BANK PRODUCTS OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON
THE PART OF ANY SUCH INDEMNIFIED PERSON.
THIS SECTION 6.13 SHALL SURVIVE THE
PAYMENT OF THE OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
BORROWER AND
ITS SUBSIDIARIES ACKNOWLEDGE AND AGREE THAT THE OBTAINING OF BANK PRODUCTS FROM
BANK PRODUCT PROVIDERS (A) IS IN THE SOLE DISCRETION OF SUCH BANK PRODUCT
PROVIDER, AND (B) IS SUBJECT TO ALL RULES AND REGULATIONS OF SUCH BANK PRODUCT
PROVIDER.
103
SECTION 7.
COLLATERAL REPORTING AND COVENANTS
7.1
COLLATERAL REPORTING.
(A)
BORROWERS SHALL PROVIDE ADMINISTRATIVE AGENT WITH THE FOLLOWING
DOCUMENTS IN A FORM REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT:
(I)
AS SOON AS POSSIBLE AFTER THE END OF EACH FISCAL FOUR (4) WEEK PERIOD
OF BORROWERS AND GUARANTORS DETERMINED IN ACCORDANCE WITH THE CURRENT ACCOUNTING
PRACTICES OF BORROWERS AND GUARANTORS AS OF THE EFFECTIVE DATE (BUT IN ANY EVENT
WITHIN TEN (10) BUSINESS DAYS AFTER THE END THEREOF), OR WEEKLY (BUT IN ANY
EVENT BY NO LATER THAN WEDNESDAY OF EACH WEEK) AT ANY TIME THAT EXCESS
AVAILABILITY IS LESS THAN AN AMOUNT EQUAL TO FIFTEEN (15%) PERCENT OF THE TOTAL
BORROWING BASE (AND IN SUCH EVENT THE DELIVERY OF BORROWING BASE CERTIFICATES ON
A WEEKLY BASIS SHALL CONTINUE FOR NOT LESS THAN FOUR (4) CONSECUTIVE WEEKS), OR
MORE FREQUENTLY AS ADMINISTRATIVE AGENT MAY REQUEST AT ANY TIME THAT A DEFAULT
OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED, A BORROWING BASE CERTIFICATE
SETTING FORTH THE CALCULATION OF EACH OF THE TRANCHE A BORROWING BASE, TRANCHE
A-1 BORROWING BASE AND TRANCHE A-2 BORROWING BASE AS