TO BORROWER FOR ANY LOSS OR DAMAGE
SUFFERED BY BORROWER AS A RESULT OF LENDER'S HONORING OF ANY REQUESTS, EXECUTION
OF ANY INSTRUCTIONS, AUTHORIZATIONS OR AGREEMENTS OR RELIANCE ON ANY REPORTS
COMMUNICATED TO IT
TELEPHONICALLY, BY FACSIMILE OR ELECTRONICALLY AND PURPORTING TO HAVE BEEN SENT
TO LENDER BY BORROWER AND LENDER SHALL HAVE NO DUTY TO VERIFY THE ORIGIN OF ANY
SUCH COMMUNICATION OR THE IDENTITY OR AUTHORITY OF THE PERSON SENDING IT.
(C)
IN MAKING ANY LOAN HEREUNDER LENDER SHALL BE ENTITLED TO RELY UPON
THE MOST RECENT BORROWING BASE CERTIFICATE DELIVERED TO LENDER BY BORROWER AND
OTHER INFORMATION AVAILABLE TO LENDER.
LENDER SHALL BE UNDER NO OBLIGATION TO
MAKE ANY FURTHER REVOLVING CREDIT ADVANCE OR INCUR ANY OTHER OBLIGATION IF
BORROWER SHALL HAVE FAILED TO DELIVER A BORROWING BASE CERTIFICATE TO LENDER BY
THE TIME SPECIFIED IN SECTION 4.1(E).
AT LENDER'S OPTION, ALL PRINCIPAL,
INTEREST, FEES, COSTS, EXPENSES AND OTHER CHARGES PROVIDED FOR IN THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS MAY BE CHARGED DIRECTLY TO THE LOAN ACCOUNT(S) OF
BORROWER MAINTAINED BY LENDER.
1.2
Term and Prepayment.
(a)
Upon the Commitment Termination Date
the obligation of Lender to make Revolving Credit Advances and extend other
credit hereunder shall immediately terminate and Borrower shall pay to Lender in
full, in cash: (i) all outstanding Revolving Credit Advances and all accrued but
unpaid interest thereon; and (ii) all other non-contingent Obligations due to or
incurred by Lender.
(B)
IF THE REVOLVING CREDIT LOAN SHALL AT ANY TIME EXCEED THE
BORROWING AVAILABILITY, THEN BORROWER SHALL IMMEDIATELY REPAY THE REVOLVING
CREDIT LOAN IN THE AMOUNT OF SUCH EXCESS.
(C)
BORROWER SHALL HAVE THE RIGHT, AT ANY TIME UPON THIRTY (30) DAYS'
PRIOR WRITTEN NOTICE TO LENDER TO (I) TERMINATE VOLUNTARILY BORROWER'S RIGHT TO
RECEIVE OR BENEFIT FROM, AND LENDER'S OBLIGATION TO MAKE AND TO INCUR, REVOLVING
CREDIT ADVANCES AND (II) PREPAY ALL OF THE OBLIGATIONS.
THE EFFECTIVE DATE OF
TERMINATION OF THE REVOLVING CREDIT LOAN SPECIFIED IN SUCH NOTICE SHALL BE THE
COMMITMENT TERMINATION DATE.
(D)
NO LESS THAN THIRTY (30) DAYS PRIOR TO THE STATED EXPIRY DATE,
LENDER AND BORROWER MAY EXTEND THE STATED EXPIRY DATE UPON TERMS AND CONDITIONS
SATISFACTORY AND ACCEPTABLE TO LENDER IN ITS DISCRETION.
ANY EXTENSION OF THE
STATED EXPIRY DATE SHALL BE FOR A PERIOD OF ONE (1) YEAR AND THE STATED EXPIRY
DATE MAY ONLY BE EXTENDED TWICE PURSUANT TO THE TERMS OF THIS SECTION 1.2(D).
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO BE A COMMITMENT OR AGREEMENT BY
LENDER TO EXTEND THE STATED EXPIRY DATE, WHICH SHALL BE IN LENDER'S SOLE
DISCRETION.
1.3
Use of Proceeds.
Borrower shall use the proceeds of the Loans, in
part, to refinance existing indebtedness, for transaction expenses, for working
capital and other general corporate purposes, and for such other purposes as set
forth in the Authorization to Pay Proceeds.
1.4
Single Loan.
The Loans and all of the other Obligations of
Borrower to Lender shall constitute one general obligation of Borrower secured
by all of the