THEREUNDER HAVING THE FORCE OF LAW OR
WITH WHICH AFFECTED PERSONS
42
CUSTOMARILY COMPLY, (C) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO
INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS, (D) THE WORDS "HEREIN", "HEREOF"
AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO
THIS AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION HEREOF, (E)
ALL REFERENCES HEREIN TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE
CONSTRUED TO REFER TO ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO,
THIS AGREEMENT, AND (F) THE WORDS "ASSET" AND "PROPERTY" SHALL BE CONSTRUED TO
HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL TANGIBLE AND
INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH, SECURITIES, ACCOUNTS AND
CONTRACT RIGHTS.
SECTION 1.04. ACCOUNTING TERMS; GAAP; PRO FORMA CALCULATIONS. (A)
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL TERMS OF AN ACCOUNTING OR FINANCIAL
NATURE SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP, AS IN EFFECT FROM TIME TO
TIME; PROVIDED THAT, IF A BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT IT
REQUESTS AN AMENDMENT TO ANY PROVISION HEREOF TO ELIMINATE THE EFFECT OF ANY
CHANGE OCCURRING AFTER THE DATE HEREOF IN GAAP OR IN THE APPLICATION THEREOF ON
THE OPERATION OF SUCH PROVISION (OR IF THE ADMINISTRATIVE AGENT NOTIFIES THE
BORROWERS THAT THE REQUIRED LENDERS REQUEST AN AMENDMENT TO ANY PROVISION HEREOF
FOR SUCH PURPOSE), REGARDLESS OF WHETHER ANY SUCH NOTICE IS GIVEN BEFORE OR
AFTER SUCH CHANGE IN GAAP OR IN THE APPLICATION THEREOF, THEN SUCH PROVISION
SHALL BE INTERPRETED ON THE BASIS OF GAAP AS IN EFFECT AND APPLIED IMMEDIATELY
BEFORE SUCH CHANGE SHALL HAVE BECOME EFFECTIVE UNTIL SUCH NOTICE SHALL HAVE BEEN
WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH. IN THE EVENT THAT
HISTORICAL ACCOUNTING PRACTICES, SYSTEMS OR RESERVES RELATING TO THE COMPONENTS
OF THE AGGREGATE BORROWING BASE OR THE BORROWING BASE OF EITHER BORROWER ARE
MODIFIED IN A MANNER THAT IS ADVERSE TO THE LENDERS IN ANY MATERIAL RESPECT, THE
BORROWERS WILL AGREE TO MAINTAIN SUCH ADDITIONAL RESERVES (FOR PURPOSES OF
COMPUTING THE AGGREGATE BORROWING BASE AND THE BORROWING BASE OF EACH BORROWER)
IN RESPECT TO THE COMPONENTS OF THE AGGREGATE BORROWING BASE AND THE BORROWING
BASE OF EACH BORROWER AND MAKE SUCH OTHER ADJUSTMENTS (WHICH MAY INCLUDE
MAINTAINING ADDITIONAL RESERVES, MODIFYING THE ADVANCE RATES OR MODIFYING THE
ELIGIBILITY CRITERIA FOR THE COMPONENTS OF THE AGGREGATE BORROWING BASE AND THE
BORROWING BASE OF EACH BORROWER) AS MAY BE REQUIRED BY THE ADMINISTRATIVE AGENT
IN ITS PERMITTED DISCRETION.
(B)
ALL PRO FORMA COMPUTATIONS REQUIRED TO BE MADE HEREUNDER TO GIVE EFFECT TO
ANY MATERIAL ACQUISITION, MATERIAL DISPOSITION, PERMITTED ACQUISITION,
INVESTMENT OR OTHER TRANSACTION SHALL BE CALCULATED AFTER GIVING PRO FORMA
EFFECT THERETO (AND ANY OTHER SUCH TRANSACTION CONSUMMATED SINCE THE DATE AS OF
WHICH, OR SINCE THE FIRST DAY OF THE PERIOD FOR WHICH, SUCH PRO FORMA
COMPUTATION IS BEING MADE AND ON OR PRIOR TO THE DATE OF SUCH COMPUTATION) AS IF
SUCH TRANSACTION HAD OCCURRED ON SUCH DATE (IN THE CASE