AS IN EFFECT
FROM TIME TO TIME, APPLIED IN A MANNER CONSISTENT WITH THAT USED IN PREPARING
THE AUDITED FINANCIAL STATEMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PRESCRIBED
HEREIN.
FOR PURPOSES OF THIS AGREEMENT, MV OIL TRUST SHALL NOT BE TREATED AS A
SUBSIDIARY OF ANY LOAN PARTY.
(B)
CHANGES IN GAAP.
IF AT ANY TIME ANY CHANGE
IN GAAP WOULD AFFECT THE COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET
FORTH IN ANY LOAN DOCUMENT, AND EITHER BORROWER OR THE REQUIRED LENDERS SHALL SO
REQUEST, AGENT, LENDERS AND BORROWER SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH
RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF IN LIGHT OF SUCH
CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED LENDERS); PROVIDED THAT,
UNTIL SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO BE COMPUTED IN
ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND (II) BORROWER SHALL
PROVIDE TO AGENT AND LENDERS FINANCIAL STATEMENTS AND OTHER DOCUMENTS REQUIRED
UNDER THIS AGREEMENT OR AS REASONABLY REQUESTED HEREUNDER SETTING FORTH A
RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR REQUIREMENT MADE BEFORE AND
AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.
1.04
Rounding.
Any financial ratios required to be maintained
by Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).
1.05
Times of Day.
Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).
ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01
Loans.
Subject to the terms and conditions set forth
herein, each Lender severally agrees to renew and extend the Existing Loans
payable to it as a Loan hereunder to Borrower on the Closing Date in the amount
of such Lender's Commitment Percentage of the Term Facility.
Any Loans repaid
or prepaid may not be reborrowed hereunder.
Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.
2.02
Borrowings, Conversions and Continuations of Loans.
(A)
THE BORROWING, EACH CONVERSION OF LOANS
FROM ONE TYPE TO THE OTHER, AND EACH CONTINUATION OF EURODOLLAR RATE LOANS SHALL
BE MADE UPON BORROWER'S IRREVOCABLE NOTICE TO AGENT, WHICH MAY BE GIVEN BY
TELEPHONE.
EACH SUCH NOTICE MUST BE RECEIVED BY AGENT NOT LATER THAN 11:00 A.M.
(I) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF THE BORROWING OF, OR ANY
CONVERSION TO OR CONTINUATION OF, EURODOLLAR RATE LOANS OR OF ANY CONVERSION OF
EURODOLLAR RATE LOANS TO BASE RATE LOANS, AND (II) ON THE REQUESTED DATE OF THE
BORROWING OF BASE RATE LOANS;
20
PROVIDED, HOWEVER, THAT IF BORROWER WISHES TO REQUEST EURODOLLAR RATE LOANS
HAVING AN INTEREST PERIOD OTHER THAN ONE, TWO, THREE OR SIX MONTHS IN DURATION
AS PROVIDED IN THE DEFINITION OF "INTEREST PERIOD", THE APPLICABLE NOTICE MUST