FUNDS ADMINISTRATOR TO
REQUEST LOANS ON BEHALF OF THE BORROWERS, OR TO VARY STANDING DISBURSEMENT
INSTRUCTIONS, UNTIL THE ADMINISTRATIVE AGENT RECEIVES WRITTEN NOTICE TO THE
CONTRARY.
THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO VERIFY THE
AUTHENTICITY OF THE SIGNATURE APPEARING ON ANY NOTICE OF BORROWING OR OTHER
WRITING DELIVERED PURSUANT TO THIS SECTION 2.1(D) AND, WITH RESPECT TO AN ORAL
OR ELECTRONIC E-MAIL REQUEST FOR LOANS, THE ADMINISTRATIVE AGENT SHALL HAVE NO
DUTY TO VERIFY THE IDENTITY OF ANY INDIVIDUAL REPRESENTING HIMSELF AS ONE OF THE
OFFICERS OF THE FUNDS ADMINISTRATOR AUTHORIZED TO MAKE SUCH REQUEST ON BEHALF OF
THE BORROWERS.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF THE LENDERS SHALL
INCUR ANY LIABILITY TO THE FUNDS ADMINISTRATOR OR ANY OF THE BORROWERS AS A
RESULT OF (A) ACTING UPON ANY TELEPHONIC OR ELECTRONIC E-MAIL NOTICE REFERRED TO
IN THIS SECTION 2.1(D) IF THE ADMINISTRATIVE AGENT BELIEVES IN GOOD FAITH SUCH
NOTICE TO HAVE BEEN GIVEN BY A DULY AUTHORIZED OFFICER OF THE FUNDS
ADMINISTRATOR OR OTHER INDIVIDUAL AUTHORIZED TO REQUEST LOANS ON BEHALF OF THE
BORROWERS OR TO DIRECT THE DISBURSEMENT THEREOF IN A MANNER CONTRARY TO STANDING
DISBURSEMENT INSTRUCTIONS, OR (B) OTHERWISE ACTING IN GOOD FAITH UNDER THIS
SECTION 2.1(D) AND AN ADVANCE MADE AND DISBURSED PURSUANT TO ANY SUCH TELEPHONIC
OR ELECTRONIC E-MAIL NOTICE SHALL BE DEEMED TO BE A LOAN FOR ALL PURPOSES OF
THIS AGREEMENT.
(E)
(I)
IN THE EVENT THE BORROWERS ARE UNABLE TO COMPLY
WITH (A) THE BORROWING BASE LIMITATION SET FORTH IN SECTION 2.1(A) OR (B) THE
CONDITIONS PRECEDENT SET FORTH IN SECTION 5.2 TO A CREDIT EVENT, THE LENDERS
AUTHORIZE ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION, TO MAKE LOANS ("INTERIM
ADVANCES") TO THE BORROWERS DURING THE PERIOD COMMENCING ON THE DATE
ADMINISTRATIVE AGENT FIRST RECEIVES A NOTICE OF BORROWING REQUESTING AN INTERIM
ADVANCE UNTIL THE EARLIEST OF (1) THE TWENTIETH (20TH) BUSINESS DAY AFTER SUCH
DATE, (2) THE DATE THE BORROWERS ARE AGAIN ABLE TO COMPLY WITH SUCH BORROWING
BASE LIMITATION AND CONDITIONS PRECEDENT, OR OBTAINS AN AMENDMENT OR WAIVER WITH
RESPECT THERETO AND (3) THE DATE THE REQUIRED LENDERS INSTRUCT ADMINISTRATIVE
AGENT, OR ADMINISTRATIVE AGENT DETERMINES, TO CEASE MAKING INTERIM ADVANCES (IN
EACH CASE, THE "INTERIM ADVANCE PERIOD").
(II)
ADMINISTRATIVE AGENT SHALL NOT, IN ANY EVENT, (A) MAKE ANY
INTERIM ADVANCE DURING ANY INTERIM ADVANCE PERIOD IF, AFTER GIVING EFFECT TO
SUCH INTERIM ADVANCE, TOTAL EXPOSURE WOULD EXCEED ONE HUNDRED TEN PERCENT (110%)
OF TOTAL EXPOSURE ON THE FIRST DAY OF SUCH INTERIM ADVANCE PERIOD (CALCULATED
WITHOUT GIVING EFFECT TO INTERIM ADVANCES MADE ON SUCH DAY) AND (B) MAKE ANY
INTERIM ADVANCE IF, AFTER GIVING EFFECT TO SUCH INTERIM ADVANCE, TOTAL EXPOSURE
WOULD EXCEED THE AGGREGATE COMMITMENTS.
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(III)
ALL AMOUNTS RECEIVED BY ADMINISTRATIVE AGENT DURING AN INTERIM
ADVANCE PERIOD ON ACCOUNT OF THE OBLIGATIONS, WHETHER IN THE FORM OF PAYMENTS
FROM ANY BORROWER, COLLECTIONS ON THE COLLATERAL OR OTHERWISE, SHALL, SO LONG AS
ANY INTERIM ADVANCES MADE DURING SUCH INTERIM ADVANCE PERIOD ARE OUTSTANDING, BE
APPLIED BY