TO ANY PERMITTED ACQUISITION WHICH AGENT HAS
NOT OTHERWISE RECEIVED AND (E) TRUE, CORRECT AND COMPLETE COPIES OF ALL
AGREEMENTS, DOCUMENTS OR INSTRUMENTS EVIDENCING OR OTHERWISE RELATED TO
INDEBTEDNESS THAT AGENT HAS NOT OTHERWISE RECEIVED; AND
(IV)
SUCH OTHER REPORTS AS TO THE COLLATERAL AS AGENT SHALL
REQUEST FROM TIME TO TIME.
(B)
NOTHING CONTAINED IN ANY BORROWING BASE CERTIFICATE SHALL
BE DEEMED TO LIMIT, IMPAIR OR OTHERWISE AFFECT THE RIGHTS OF AGENT CONTAINED
HEREIN AND IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE CALCULATION
OF THE BORROWING BASE AS SET FORTH IN ANY BORROWING BASE CERTIFICATE AND AS
DETERMINED BY AGENT IN GOOD FAITH, THE DETERMINATION OF AGENT SHALL GOVERN AND
BE CONCLUSIVE AND BINDING UPON BORROWERS AND GUARANTORS. WITHOUT LIMITING THE
FOREGOING, BORROWERS SHALL FURNISH TO AGENT ANY INFORMATION WHICH AGENT MAY
REASONABLY REQUEST REGARDING THE DETERMINATION AND CALCULATION OF ANY OF THE
AMOUNTS SET FORTH IN ANY BORROWING BASE CERTIFICATE. THE BORROWING BASE MAY BE
ADJUSTED BASED ON THE INFORMATION SET FORTH IN THE REPORTS RECEIVED BY AGENT
UNDER SECTION 7.1(A)(I) ABOVE.
IN NO EVENT SHALL ANY BORROWER OR GUARANTOR HAVE
ANY LIABILITY IN CONNECTION WITH THE CALCULATION OF THE RESERVES IN THE
BORROWING BASE TO THE EXTENT THE AMOUNT OF SUCH RESERVE IS PROVIDED BY AGENT TO
BORROWERS OR GUARANTORS FOR SUCH PURPOSE.
IF ANY BORROWER'S OR GUARANTOR'S
RECORDS OR REPORTS OF THE COLLATERAL ARE PREPARED OR MAINTAINED BY AN ACCOUNTING
SERVICE, CONTRACTOR, SHIPPER OR OTHER AGENT, SUCH BORROWER AND GUARANTOR HEREBY
IRREVOCABLY AUTHORIZES SUCH SERVICE, CONTRACTOR, SHIPPER OR AGENT TO DELIVER
SUCH RECORDS, REPORTS, AND RELATED DOCUMENTS TO AGENT AND TO FOLLOW AGENT'S
INSTRUCTIONS WITH RESPECT TO FURTHER SERVICES.
(C)
ALL OF THE DOCUMENTS, REPORTS AND SCHEDULES PROVIDED BY
BORROWERS TO AGENT HEREUNDER FOR RECEIVABLES PAYABLE IN ANY CURRENCY OTHER THAN
US DOLLARS AND INVENTORY LOCATED OUTSIDE THE UNITED STATES OF AMERICA SHALL SET
FORTH THE US DOLLAR EQUIVALENT FOR THE AMOUNT OF THE RECEIVABLES AND VALUE OF
THE INVENTORY INCLUDED IN ANY SUCH DOCUMENTS, REPORTS OR SCHEDULES.
FOR
PURPOSES HEREOF, AGENT MAY, AT ITS OPTION, PROVIDE TO ADMINISTRATIVE BORROWER,
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE ANY SUCH DOCUMENTS, REPORTS OR
SCHEDULES ARE REQUIRED TO BE PROVIDED BY BORROWERS TO AGENT HEREUNDER, THE
EXCHANGE RATES REQUIRED TO SET
66
FORTH THE US DOLLAR EQUIVALENT IN SUCH DOCUMENTS, REPORTS AND SCHEDULES
PROVIDED, THAT, IN THE EVENT AGENT DOES NOT DO SO, BORROWERS SHALL USE SUCH
RATES OF EXCHANGE WITH RESPECT TO THE APPLICABLE CURRENCIES AS BORROWERS USE FOR
SUCH PURPOSE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH CURRENT
PRACTICES AS OF THE DATE HEREOF AND SHALL IDENTIFY SUCH RATES OF EXCHANGE IN ANY
SUCH DOCUMENTS, REPORTS AND SCHEDULES.
7.2
ACCOUNTS COVENANTS.
(A)
BORROWERS SHALL NOTIFY AGENT PROMPTLY OF THE ASSERTION OF
(I) ANY CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS BY ANY ACCOUNT DEBTOR, CREDIT
CARD ISSUER OR CREDIT CARD PROCESSOR OR ANY DISPUTES WITH ANY OF SUCH PERSONS OR
ANY SETTLEMENT, ADJUSTMENT OR COMPROMISE THEREOF, TO THE EXTENT ANY