TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE SUCH PERSON'S SUCCESSORS AND
ASSIGNS, (C) THE WORDS "HEREIN", "HEREOF" AND "HEREUNDER", AND WORDS OF SIMILAR
IMPORT, SHALL BE CONSTRUED TO REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT
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TO ANY PARTICULAR PROVISION HEREOF, (D) 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 (E) 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.
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 THE BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT THE BORROWER
REQUEST 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
BORROWER 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WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH.
SECTION 1.05.
OIL AND GAS DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT,
THE TERMS "PROVED [OR] PROVEN RESERVES," "PROVED DEVELOPED RESERVES," "PROVED
[OR] PROVEN UNDEVELOPED RESERVES," "PROVED [OR] PROVEN DEVELOPED NONPRODUCING
RESERVES" AND "PROVED [OR] PROVEN DEVELOPED PRODUCING RESERVES," HAVE THE
MEANING GIVEN SUCH TERMS FROM TIME TO TIME AND AT THE TIME IN QUESTION BY THE
SOCIETY OF PETROLEUM ENGINEERS OF THE AMERICAN INSTITUTE OF MINING ENGINEERS.
SECTION 1.06.
TIME OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES
TO TIMES OF DAY SHALL BE REFERENCES TO CENTRAL TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
Article II
The Credits
SECTION 2.01.
COMMITMENTS. SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, EACH LENDER AGREES TO CONTINUE THE ORIGINAL LOANS AND TO MAKE
LOANS TO THE BORROWER FROM TIME TO TIME DURING THE AVAILABILITY PERIOD IN AN
AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN (A) SUCH LENDER'S CREDIT
EXPOSURE EXCEEDING SUCH LENDER'S COMMITMENT OR (B) THE AGGREGATE CREDIT EXPOSURE
EXCEEDING THE AGGREGATE COMMITMENT. WITHIN THE FOREGOING LIMITS AND SUBJECT TO
THE TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWER MAY BORROW, PREPAY AND
REBORROW LOANS.
SECTION 2.02.
TERMINATION AND REDUCTION OF THE AGGREGATE COMMITMENT.
(A)
UNLESS PREVIOUSLY TERMINATED, THE AGGREGATE COMMITMENT SHALL
TERMINATE ON THE MATURITY DATE.
(B)
THE BORROWER MAY AT ANY TIME TERMINATE, OR FROM TIME TO TIME
REDUCE, THE AGGREGATE COMMITMENT; PROVIDED THAT (I) EACH REDUCTION OF THE
AGGREGATE COMMITMENT SHALL BE IN AN