GIVEN OR TIME ELAPSE
SHALL HAVE OCCURRED AND BE CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE
EXTENSION OF CREDIT REQUESTED TO BE MADE ON SUCH DATE, INCLUDING THE OCCURRENCE
OF THE EVENT DESCRIBED IN SECTION 10.1(F) BUT PRIOR TO THE ELAPSING OF THE
45-DAY PERIOD DESCRIBED THEREIN;
(C)
BORROWING BASE - EXCEPT AS MAY BE OTHERWISE AGREED TO FROM TIME TO
TIME BY THE AGENT AND THE COMPANY IN WRITING AND SUBJECT TO SECTION 14.10, AFTER
GIVING EFFECT TO THE EXTENSION OF CREDIT REQUESTED TO BE MADE BY THE COMPANY ON
SUCH DATE, THE AGGREGATE OUTSTANDING BALANCE OF THE REVOLVING LOANS OWING BY THE
COMPANY WILL NOT EXCEED THE LESSER OF (I) THE REVOLVING LINE OF CREDIT AND (II)
THE BORROWING BASE; AND
(D)
BORROWING NOTICE - A NOTICE OF BORROWING, AS DESCRIBED IN SECTION
3.1(B), IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE AGENT, AND THE
INFORMATION NECESSARY FOR THE AGENT AND THE LENDERS TO ISSUE WIRE TRANSFER
INSTRUCTIONS ON BEHALF OF THE COMPANY FOR THE LOANS AND/OR ADVANCES TO BE MADE
UNDER THIS AGREEMENT INCLUDING, BUT
22
not limited to, disbursement authorizations in form acceptable to the Agent
shall have been delivered to the Agent.
Each borrowing by the Company hereunder shall constitute a representation and
warranty by the Company as of the date of such loan or advance that each of the
representations, warranties and covenants contained in this Agreement have been
satisfied and are true and correct, except as the Company and the Agent and/or
the Required Lenders shall otherwise agree herein or in a separate writing.
SECTION 3.
REVOLVING LOANS.
3.1
(A)
THE AGENT AND THE LENDERS AGREE, SUBJECT TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, FROM TIME TO TIME (SEVERALLY TO THE
EXTENT OF THEIR COMMITMENT BUT SUBJECT TO THE AGENT'S AND THE LENDERS' RIGHT,
BUT NOT OBLIGATION, TO MAKE OVERADVANCES), TO MAKE LOANS AND ADVANCES TO THE
COMPANY ON A REVOLVING BASIS (I.E., SUBJECT TO THE LIMITATIONS SET FORTH HEREIN,
THE COMPANY MAY BORROW, REPAY AND RE-BORROW REVOLVING LOANS AT ANY TIME PRIOR TO
THE COMMITMENT TERMINATION DATE).
SUCH LOANS AND ADVANCES SHALL BE IN AMOUNTS
NOT TO EXCEED THE LESSER OF (A) THE AVAILABILITY AND (B) THE REVOLVING LINE OF
CREDIT; PROVIDED THAT THE AGENT AND/OR THE LENDERS SHALL NOT BE REQUIRED TO MAKE
ANY REVOLVING LOAN OR OTHER EXTENSION OF CREDIT TO THE COMPANY IF, AFTER GIVING
EFFECT TO SUCH REVOLVING LOAN OR OTHER EXTENSION OF CREDIT TO THE COMPANY, THE
AGGREGATE OUTSTANDING BALANCE OF THE REVOLVING LOANS AND OTHER EXTENSIONS OF
CREDIT OWING BY THE COMPANY WOULD EXCEED THE LESSER OF THE BORROWING BASE AND
THE REVOLVING LINE OF CREDIT.
ALL REQUESTS FOR LOANS AND ADVANCES MUST BE
RECEIVED BY AN OFFICER OF THE AGENT NO LATER THAN (I) 9:00 A.M., PACIFIC TIME,
OF THE BUSINESS DAY ON WHICH ANY SUCH BASE RATE LOANS AND ADVANCES ARE REQUIRED
OR (II) THREE BUSINESS DAYS PRIOR TO ANY REQUESTED LIBOR LOAN.
(B)
(I) WHENEVER THE COMPANY REQUESTS