PROVIDE
FINANCIAL ACCOMMODATIONS TO AND FOR THE ACCOUNT OF THE BORROWERS UNTIL THE
MATURITY DATE ITS PRO RATA SHARE OF ADVANCES (EACH, A "REVOLVING CREDIT LOAN")
AS PROVIDED HEREIN IN EACH INSTANCE EQUAL TO ITS APPLICABLE PERCENTAGE
COMMITMENT OF
AVAILABILITY, UP TO A MAXIMUM AMOUNT OF ITS APPLICABLE DOLLAR
COMMITMENT.
THE OBLIGATIONS OF EACH LENDER HEREUNDER SHALL BE SEVERAL AND NOT
JOINT.
(B)
LOANS, ADVANCES, AND FINANCIAL ACCOMMODATIONS UNDER THE REVOLVING CREDIT
SHALL BE MADE WITH REFERENCE TO THE BORROWING BASE AND SHALL BE SUBJECT TO
AVAILABILITY.
THE BORROWING BASE AND AVAILABILITY SHALL BE DETERMINED BY THE
COLLATERAL AGENT BY REFERENCE TO BORROWING BASE CERTIFICATES FURNISHED AS
PROVIDED IN SECTION 5.4 BELOW (SUBJECT TO RESERVES ESTABLISHED BY THE COLLATERAL
AGENT):
(C)
THE COMMITMENT OF EACH LENDER TO PROVIDE SUCH LOANS, ADVANCES, AND
FINANCIAL ACCOMMODATIONS IS SUBJECT TO SECTION 2.2.
(D)
THE PROCEEDS OF BORROWINGS UNDER THE REVOLVING CREDIT SHALL BE USED SOLELY
FOR WORKING CAPITAL PURPOSES, DEBT PREPAYMENTS, DISTRIBUTIONS, CAPITAL
EXPENDITURES AND OTHER GENERAL CORPORATE PURPOSES OF THE BORROWERS, ALL SOLELY
TO THE EXTENT PERMITTED BY THIS AGREEMENT.
NO PROCEEDS OF A BORROWING UNDER THE
REVOLVING CREDIT MAY BE USED, NOR SHALL ANY BE REQUESTED, WITH A VIEW TOWARDS
THE ACCUMULATION OF ANY GENERAL FUND OR FUNDED RESERVE OF THE BORROWERS OTHER
THAN IN THE ORDINARY COURSE OF THE BORROWERS' BUSINESS AND CONSISTENT WITH THE
PROVISIONS OF THIS AGREEMENT.
2.2
ADVANCES IN EXCESS OF BORROWING BASE (OVERLOANS).
(A)
NO LENDER HAS ANY OBLIGATION TO MAKE ANY LOAN OR ADVANCE, OR OTHERWISE TO
PROVIDE ANY CREDIT TO OR FOR THE BENEFIT OF THE BORROWERS WHERE THE RESULT OF
SUCH LOAN, ADVANCE, OR CREDIT IS AN OVERLOAN EXCEPT IN RESPECT TO PERMISSIBLE
OVERLOANS WHICH THE AGENTS DEEM PRUDENT.
41
(B)
THE LENDERS' OBLIGATIONS, AMONG THEMSELVES, ARE SUBJECT TO SECTION 3.3 OF
THE AGENCY AGREEMENT (WHICH RELATES TO EACH LENDER'S MAKING AMOUNTS AVAILABLE TO
THE ADMINISTRATIVE AGENT) AND TO SECTIONS 6.1(D) AND 6.5(A) OF THE AGENCY
AGREEMENT (WHICH RELATE TO PERMISSIBLE OVERLOANS).
(C)
THE LENDERS' PROVIDING OF AN OVERLOAN ON ANY ONE OCCASION DOES NOT AFFECT
THE OBLIGATIONS OF THE BORROWERS HEREUNDER (SUCH AS THE BORROWERS' OBLIGATION TO
IMMEDIATELY REPAY ANY AMOUNT WHICH OTHERWISE CONSTITUTES AN OVERLOAN) NOR SHALL
IT OBLIGATE THE LENDERS TO DO SO ON ANY OTHER OCCASION.
2.3
RISKS OF VALUE OF COLLATERAL.
Any reference to a given asset in connection with the making of loans, credits,
and advances and the providing of financial accommodations under the Revolving
Credit and/or the monitoring of compliance with the provisions hereof shall not
be deemed a determination by any Agent or the Lenders relative to the actual
value of the asset in question.
All risks concerning the value of the
Collateral are and remain upon the Obligors.
All Collateral secures the prompt,
punctual, and faithful performance of the Liabilities and, with respect to the
Guarantor, secures its Liabilities, whether or not relied upon by the Agents in
connection with the making of loans, credits, and advances and the providing of
financial accommodations