BY THE BORROWER HEREUNDER.
THE PRO RATA SHARE OF THE
REVOLVING LOAN OF ANY REVOLVING LENDER (INCLUDING, WITHOUT DUPLICATION, SWING
LINE LOAN) SHALL NOT AT ANY TIME EXCEED ITS SEPARATE REVOLVING LOAN COMMITMENT.
REVOLVING CREDIT ADVANCES MAY BE REPAID AND REBORROWED; PROVIDED, THAT THE
AMOUNT OF ANY REVOLVING CREDIT ADVANCE TO BE MADE AT ANY TIME SHALL NOT EXCEED
BORROWING AVAILABILITY.
BORROWING AVAILABILITY MAY BE FURTHER REDUCED BY
RESERVES IMPOSED BY AGENT IN ITS REASONABLE CREDIT JUDGMENT.
THE REVOLVING LOAN
SHALL BE REPAID IN FULL IN CASH ON THE COMMITMENT TERMINATION DATE.
BORROWER
SHALL, EXCEPT AS ANY SUCH REVOLVING LENDER MAY ELECT PURSUANT TO SECTION 1.7,
EXECUTE AND DELIVER TO EACH REVOLVING LENDER A NOTE TO EVIDENCE THE TOTAL
REVOLVING LOAN COMMITMENT OF THAT REVOLVING LENDER.
EACH NOTE SHALL BE IN THE
MAXIMUM PRINCIPAL AMOUNT OF THE REVOLVING LOAN COMMITMENT OF THE APPLICABLE
REVOLVING LENDER, DATED THE CLOSING DATE AND SUBSTANTIALLY IN THE FORM OF
EXHIBIT 1.1(A)(I) (AS AMENDED, MODIFIED, EXTENDED, SUBSTITUTED OR REPLACED FROM
TIME TO TIME, EACH A "REVOLVING NOTE" AND, COLLECTIVELY, THE "REVOLVING
NOTES").
OTHER THAN PURSUANT TO SECTION 1.1(A)(II), IF THE AGGREGATE
OUTSTANDING REVOLVING LOAN EXCEEDS THE BORROWING BASE AS SET FORTH IN THE MOST
RECENTLY DELIVERED BORROWING BASE CERTIFICATE OR THE TOTAL AGGREGATE REVOLVING
LOAN COMMITMENT OF ALL LENDERS (ANY SUCH EXCESS AMOUNT OF REVOLVING LOAN IS
HEREIN REFERRED TO AS AN "OVERADVANCE"), LENDERS SHALL NOT BE OBLIGATED TO MAKE
REVOLVING CREDIT ADVANCES, NO ADDITIONAL LETTERS OF CREDIT SHALL BE ISSUED AND,
EXCEPT AS PROVIDED IN SECTION 1.1(A)(II) BELOW, THE REVOLVING LOAN MUST BE
REPAID IMMEDIATELY AND/OR LETTERS OF CREDIT CASH COLLATERALIZED IN AN AMOUNT
SUFFICIENT TO ELIMINATE ANY OVERADVANCE.
FOR THE AVOIDANCE OF DOUBT, AT NO TIME
SHALL THE REVOLVING LOAN BALANCE EXCEED THE MAXIMUM AMOUNT AND, IF AT ANY TIME
THE REVOLVING LOAN BALANCE SHALL EXCEED THE MAXIMUM AMOUNT, BORROWER SHALL
IMMEDIATELY REPAY THE REVOLVING LOAN IN AN AMOUNT SUFFICIENT TO ELIMINATE ANY
SUCH EXCESS.
ALL OVERADVANCES SHALL CONSTITUTE INDEX RATE LOANS AND SHALL BEAR
INTEREST PAYABLE UPON DEMAND AT THE DEFAULT RATE.
FOR FUNDING REQUESTS FOR
2
REVOLVING CREDIT ADVANCES TO BE FUNDED AS INDEX RATE LOANS OF LESS THAN
$5,000,000, WRITTEN NOTICE MUST BE PROVIDED BY 1:00 P.M. (NEW YORK TIME) ON THE
BUSINESS DAY ON WHICH THE REVOLVING CREDIT ADVANCE IS TO BE MADE.
FOR FUNDING
REQUESTS OF REVOLVING CREDIT ADVANCES TO BE FUNDED AS INDEX RATE LOANS OF
$5,000,000 OR GREATER, WRITTEN NOTICE MUST BE PROVIDED BY 1:00 P.M. (NEW YORK
TIME) ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE DAY ON WHICH THE REVOLVING
CREDIT ADVANCE IS TO BE MADE.
ALL REVOLVING CREDIT ADVANCES TO BE FUNDED AS
LIBOR LOANS REQUIRE THREE (3) BUSINESS DAYS PRIOR WRITTEN NOTICE.
WRITTEN
NOTICES FOR FUNDING REQUESTS SHALL BE IN THE FORM ATTACHED AS
EXHIBIT 1.1(A)(II) ("NOTICE OF REVOLVING CREDIT ADVANCE").
ANY LOAN OR GROUP OF
LOANS HAVING THE SAME PROPOSED LIBOR PERIOD TO BE MADE OR CONTINUED AS, OR
CONVERTED INTO, A LIBOR LOAN MUST BE IN A MINIMUM AMOUNT OF