Common use of Redeterminations of the Borrowing Base Clause in Contracts

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) after receipt by the Administrative Agent of each scheduled Reserve Report, commencing with the June 30, 1999 Reserve Report, (ii) upon the delivery of a Lender Redetermination Notice (which shall not be delivered until after the Applicable Redetermination) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redetermination, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly shall notify the Borrower of the Borrowing Base as so redetermined, whereupon that redetermined value shall automatically become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) have not approved or are not deemed to have approved the Borrowing Base within the 10 day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d). Other than in connection with the Applicable Redetermination, it is the intention of the Borrower and the Lenders that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, subject to the provisions of this paragraph (c).

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than forty-five (45) days after receipt by the Administrative Agent end of each scheduled Reserve Reportmonth, commencing with the June 30Borrower shall, 1999 Reserve Reportat its own expense, furnish to the Bank a borrowing base calculation (the “Gross Assets Available for Borrowing Base Calculation”) in the form attached hereto as Exhibit H, which shall be dated as of the end of each such month. (ii) upon the delivery of a Lender Redetermination Notice Within fifteen (which shall not be delivered until after the Applicable Redetermination15) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each borrowing base calculation, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent but shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redeterminationnot be obligated to, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly and shall notify the Borrower of the new Borrowing Base, if any; provided. however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect borrowing base calculation furnished to the Applicable Redetermination, all of Lender by the LendersBorrower pursuant to Section 2.3(b)(i) have not approved or are not shall be deemed to have approved be the redetermined Borrowing Base within until a new Borrowing Base is redetermined by the 10 day period following their receipt Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower’s interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a borrowing base calculation by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a borrowing base calculation shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) after receipt by the Administrative Agent of each scheduled Reserve Report, commencing with the June 30Reserve Report prepared as of December 31, 1999 Reserve Report1998, (ii) upon the delivery of a Lender Redetermination Notice (which shall not be delivered until after the Applicable Redetermination) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on On or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redetermination, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of the its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable March '99 Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly shall notify the Borrower of the Borrowing Base as so redetermined, whereupon that redetermined value shall automatically become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect to the Applicable March '99 Redetermination, all of the Lenders) have not approved or are not deemed to have approved the Borrowing Base within the 10 day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable March '99 Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d). Other than in connection with the Applicable Redetermination, it It is the intention of the Borrower and the Lenders that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, subject to the provisions of this paragraph (c).

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) after receipt by the Administrative Agent of each scheduled Reserve Report, commencing with the June 30, 1999 Reserve Report, (ii) upon the delivery of a Lender Redetermination Notice Note (which shall not be delivered until after the Applicable Redetermination) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with which any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent shall notify the Borrower borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 RedeterminationRedetermination , the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redeterminationdetermination. Failure of any Lender to give such notice Notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly shall notify the Borrower of the Borrowing Base as so redetermined, whereupon that redetermined value shall automatically become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection 4.9(c)). If the Supermajority Lenders (or, or with respect to the Applicable Redetermination, all of the Lenders) have not approved or are not deemed to have approved the Borrowing Base within the 10 day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d). Other than in connection with the Applicable Redetermination, it is the intention of the Borrower and the Lenders that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, subject to the provisions of this paragraph (c).

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than 30 days after receipt by the Administrative Agent end of each scheduled Reserve month, the Borrower shall, at its own expense, furnish to the Bank a borrowing base report (the "Borrowing Base Report") in the form attached hereto as Exhibit D, commencing with which shall be dated as of the June 30, 1999 Reserve Report, end of each such month. (ii) upon the delivery of a Lender Redetermination Notice (which shall not be delivered until after the Applicable Redetermination) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each Borrowing Base Report, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretionBase, and the Administrative Agent shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redetermination, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly shall notify the Borrower of the new Borrowing Base, if any; provided, however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) have not approved or are not deemed to have approved the Borrowing Base within Report furnished to the 10 day period following their receipt Lender by the Borrower pursuant to Section 2.3(b)(i) shall be deemed to be the redetermined Borrowing Base until a new Borrowing Base is redetermined by the Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower's interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined and the anticipated timing and extent of net operating income therefrom. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a Borrowing Base Report by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a Borrowing Base Report shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than forty-five (45) days after receipt by the Administrative Agent end of each scheduled Reserve Reportmonth, commencing with the June 30Borrower shall, 1999 Reserve Reportat its own expense, furnish to the Bank a borrowing base calculation (the “Gross Assets Available for Borrowing Base Calculation”) in the form attached hereto as Exhibit D, which shall be dated as of the end of each such month. (ii) upon the delivery of a Lender Redetermination Notice Within fifteen (which shall not be delivered until after the Applicable Redetermination15) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each borrowing base calculation, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent but shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redeterminationnot be obligated to, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly and shall notify the Borrower of the new Borrowing Base, if any; provided, however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect borrowing base calculation furnished to the Applicable Redetermination, all of Lender by the LendersBorrower pursuant to Section 2.3(b)(i) have not approved or are not shall be deemed to have approved be the redetermined Borrowing Base within until a new Borrowing Base is redetermined by the 10 day period following their receipt Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower’s interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a borrowing base calculation by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a borrowing base calculation shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than forty-five (45) days after receipt by the Administrative Agent end of each scheduled Reserve Reportmonth, commencing with the June 30Borrower shall, 1999 Reserve Reportat its own expense, furnish to the Bank a borrowing base calculation (the “Gross Assets Available for Borrowing Base Calculation”) in the form attached hereto as Exhibit F, which shall be dated as of the end of each such month. (ii) upon the delivery of a Lender Redetermination Notice Within fifteen (which shall not be delivered until after the Applicable Redetermination15) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each borrowing base calculation, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent but shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redeterminationnot be obligated to, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly and shall notify the Borrower of the new Borrowing Base, if any; provided, however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect borrowing base calculation furnished to the Applicable Redetermination, all of Lender by the LendersBorrower pursuant to Section 2.3(b)(i) have not approved or are not shall be deemed to have approved be the redetermined Borrowing Base within until a new Borrowing Base is redetermined by the 10 day period following their receipt Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower’s interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a borrowing base calculation by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a borrowing base calculation shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.

Redeterminations of the Borrowing Base. The Lenders shall redetermine the Borrowing Base semi-annually on May 1 and November 1 of each year beginning November 1, 2004 or as Special Redeterminations. By April 1 each year, beginning April 1, 2005, the Borrowers shall be redetermined (i) after receipt furnish to the Lenders a Reserve Report in form and substance reasonably satisfactory to the Administrative Agent prepared by an Approved Petroleum Engineer, said Reserve Report to utilize economic and pricing parameters used by the Administrative Agent as established from time to time, together with such other information, reports and data concerning the value of the Borrowing Base Properties as the Administrative Agent shall deem reasonably necessary to determine the value of such Borrowing Base Properties. By October 1 of each scheduled Reserve Reportyear beginning October 1, commencing with 2004, or within thirty (30) days after (i) the June 30, 1999 Reserve Reportfailure of a Capital Markets Event to occur within ninety (90) days after the Closing Date and the receipt by the Borrowers of notice from the Administrative Agent or the Required Lenders that a Special Redetermination is required, (ii) upon the delivery receipt by the Borrowers of notice from the Administrative Agent that the Lenders require a Lender Redetermination Notice (which shall not be delivered until after the Applicable Special Redetermination) to the Borrower and , or (iii) upon the delivery Borrowers give notice to the Administrative Agent of their desire to have a Borrower Special Redetermination Notice (whichperformed, except as provided the Borrowers shall furnish to the Lenders a Reserve Report in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) form and substance reasonably satisfactory to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, the Borrower shall furnish said Reserve Report to utilize economic and pricing parameters used by the Administrative Agent as established from to time, together with such other information, reports and to each Lender a Reserve Report data concerning the value of such Borrowing Base Properties as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have deem reasonably necessary to determine the right to rely on the last Reserve Report previously delivered by the Borrower with any value of such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretionBorrowing Base Properties. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the The Administrative Agent shall redetermine by written notice to the Borrowers no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the “Determination Date”), notify the Borrowers of the designation by the Lenders of the new Borrowing Base in its sole discretionand for the period beginning on such Determination Date and continuing until, and but not including, the next Determination Date. If a Special Redetermination is to be made by the Lenders, the Administrative Agent shall notify the Borrower Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall continue until the next Determination Date. If the Borrowers do not furnish all such information, reports and data by any date specified in this Section 4.2, unless such failure is not the fault of the Borrowers, the Lenders may nonetheless designate the Borrowing Base at any amounts which the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Lenders receive all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base, as described above. The procedure for determining the Borrowing Base at each redetermination shall be that the Borrowers shall submit to the Administrative Agent and the Lenders, in writing, a proposed amount as the Borrowing Base as of the next redetermination date. Increases in the Borrowing Base will require approval of all Lenders, but other changes in the Borrowing Base will be subject to the approval of Required Lenders. If any redetermined Borrowing Base is not approved by Required Lenders within twenty (20) days after the submission to the Administrative Agent and the Lenders of its redetermination by the Borrowers of the Borrowing Base. In connection with the August '99 Redeterminationproposed amount, the Administrative Agent shall redetermine notify each of the Lenders that the proposed Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has not been received by it no later than July 30, 1999approved and each Lender will submit within ten (10) days thereafter its proposed Borrowing Base. In connection with a Special Redetermination, the Administrative Agent shall redetermine the The redetermined Borrowing Base within 14 days of receipt from shall be then determined based upon the Borrower weighted arithmetic average of the Reserve Report proposed amounts submitted by each Lender, said proposals to be used in connection therewithweighted according to each Lender’s Pro Rata Share. Within 10 days after receipt from the Administrative Agent of Each Lender shall determine the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly shall notify the Borrower of the Borrowing Base based upon the loan collateral value which such Lender in its sole discretion (using such methodology, assumptions and discount rates as so redeterminedsuch Lender customarily uses in assigning collateral value to Borrowing Base Properties, whereupon oil and gas gathering systems, gas processing and plant operations) assigns to such Borrowing Base Properties at the time in question and based upon such other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and ownership of CWEI and the Subsidiaries) as such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that redetermined value shall automatically become effective (and shall remain effective until the Lenders have no obligation to designate the Borrowing Base is again redetermined as provided at any particular amounts, except in this subsection 4.9(c)). If the Supermajority Lenders (orexercise of their discretion, with respect whether in relation to the Applicable RedeterminationCommitments or otherwise; provided, all that the Lenders shall not designate a Borrowing Base in an amount in excess of the Lenders) have not approved or are not deemed to have approved the Borrowing Base within the 10 day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d). Other than in connection with the Applicable Redetermination, it is the intention of the Borrower and the Lenders that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, subject to the provisions of this paragraph (c)Aggregate Commitment.

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than forty-five (45) days after receipt by the Administrative Agent end of each scheduled Reserve Reportmonth, commencing with the June 30Borrower shall, 1999 Reserve Reportat its own expense, furnish to the Bank a borrowing base calculation (the “Gross Assets Available for Borrowing Base Calculation”) in the form attached hereto as Exhibit I, which shall be dated as of the end of each such month. (ii) upon the delivery of a Lender Redetermination Notice Within fifteen (which shall not be delivered until after the Applicable Redetermination15) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each borrowing base calculation, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent but shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redeterminationnot be obligated to, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly and shall notify the Borrower of the new Borrowing Base, if any; provided, however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect borrowing base calculation furnished to the Applicable Redetermination, all of Lender by the LendersBorrower pursuant to Section 2.3(b)(i) have not approved or are not shall be deemed to have approved be the redetermined Borrowing Base within until a new Borrowing Base is redetermined by the 10 day period following their receipt Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower’s interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a borrowing base calculation by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a borrowing base calculation shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than forty-five (45) days after receipt by the Administrative Agent end of each scheduled Reserve Reportmonth, commencing with the June 30Borrower shall, 1999 Reserve Reportat its own expense, furnish to the Bank a borrowing base calculation (the "Gross Assets Available for Borrowing Base Calculation") in the form attached hereto as Exhibit D, which shall be dated as of the end of each such month. (ii) upon the delivery of a Lender Redetermination Notice Within fifteen (which shall not be delivered until after the Applicable Redetermination15) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each borrowing base calculation, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent but shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redeterminationnot be obligated to, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly and shall notify the Borrower of the new Borrowing Base, if any; provided, however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect borrowing base calculation furnished to the Applicable Redetermination, all of Lender by the LendersBorrower pursuant to Section 2.3(b)(i) have not approved or are not shall be deemed to have approved be the redetermined Borrowing Base within until a new Borrowing Base is redetermined by the 10 day period following their receipt Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower's interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a borrowing base calculation by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a borrowing base calculation shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than 45 days after receipt by the Administrative Agent end of each scheduled Reserve month, the Borrower shall, at its own expense, furnish to the Bank a borrowing base report (the "Borrowing Base Report") in the form attached hereto as Exhibit D, commencing with which shall be dated as of the June 30, 1999 Reserve Report, end of each such month. (ii) upon the delivery of a Lender Redetermination Notice (which shall not be delivered until after the Applicable Redetermination) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each Borrowing Base Report, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretionBase, and the Administrative Agent shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redetermination, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly shall notify the Borrower of the new Borrowing Base, if any; provided, however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) have not approved or are not deemed to have approved the Borrowing Base within Report furnished to the 10 day period following their receipt Lender by the Borrower pursuant to Section 2.3(b)(i) shall be deemed to be the redetermined Borrowing Base until a new Borrowing Base is redetermined by the Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower's interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a Borrowing Base Report by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a Borrowing Base Report shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than 45 days after receipt by the Administrative Agent end of each scheduled Reserve month, the Borrower shall, at its own expense, furnish to the Bank a borrowing base report (the "Borrowing Base Report") in the form attached hereto as Exhibit D, commencing with which shall be dated as of the June 30, 1999 Reserve Report, end of each such month. (ii) upon the delivery of a Lender Redetermination Notice (which shall not be delivered until after the Applicable Redetermination) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each Borrowing Base Report, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent but shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redeterminationnot be obligated to, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly and shall notify the Borrower of the new Borrowing Base, if any; provided, however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) have not approved or are not deemed to have approved the Borrowing Base within Report furnished to the 10 day period following their receipt Lender by the Borrower pursuant to Section 2.3(b)(i) shall be deemed to be the redetermined Borrowing Base until a new Borrowing Base is redetermined by the Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower's interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a Borrowing Base Report by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a Borrowing Base Report shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.

Redeterminations of the Borrowing Base. The Borrowing Base shall be redetermined (i) No later than forty-five (45) days after receipt by the Administrative Agent end of each scheduled Reserve month, the Borrower shall, at its own expense, furnish to the Bank a borrowing base report (the “Borrowing Base Report”) in the form attached hereto as Exhibit G, commencing with which shall be dated as of the June 30, 1999 Reserve Report, end of each such month. (ii) upon the delivery of a Lender Redetermination Notice Within fifteen (which shall not be delivered until after the Applicable Redetermination15) to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which, except as provided in paragraph (f) below, shall not be delivered until after the Applicable Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Noticeit receives each Borrowing Base Report, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report as of the most recent practicable date. If the Borrower fails to deliver a Reserve Report within the time period provided for in the preceding sentence, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. Other than in connection with the August '99 Redetermination or the Special Redetermination, on or before the date which is 30 days after receipt (i) of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in connection with a Lender Redetermination Notice or a Borrower Redetermination Notice, the Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent but shall notify the Borrower and the Lenders of its redetermination of the Borrowing Base. In connection with the August '99 Redeterminationnot be obligated to, the Administrative Agent shall redetermine the Borrowing Base by August 13, 1999 provided the June 30, 1999 Reserve Report has been received by it no later than July 30, 1999. In connection with a Special Redetermination, the Administrative Agent shall redetermine the Borrowing Base within 14 days of receipt from the Borrower of the Reserve Report to be used in connection therewith. Within 10 days after receipt from the Administrative Agent of the amount of its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall be deemed to constitute an acceptance of such redetermination. If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) agree with that redetermination, then the Administrative Agent promptly and shall notify the Borrower of the new Borrowing Base, if any; provided, however, if the Lender does not so notify the Borrower of a new Borrowing Base as so redeterminedwithin such 15-day period, whereupon that redetermined value shall automatically become effective (and shall remain effective until then the Borrowing Base is again redetermined as provided set forth in this subsection 4.9(c)). If the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders) have not approved or are not deemed to have approved the Borrowing Base within Report furnished to the 10 day period following their receipt Lender by the Borrower pursuant to Section 2.3(b)(i) shall be deemed to be the redetermined Borrowing Base until a new Borrowing Base is redetermined by the Lender and notice of such new Borrowing Base is given by the proposed amount from Lender to the Administrative Agent, Borrower. Each redetermination of the Borrowing Base shall be set at made by the amount Lender in the exercise of the then current Borrowing Base and the Borrowing Base shall remain at such level until the Supermajority Lenders (or, with respect to the Applicable Redetermination, all of the Lenders), utilizing the procedure outlined herein, agree on a new Borrowing Base. Each redetermination provided for by this subsection 4.9(c) shall be made its sole discretion in accordance with the provisions then current standards and practices of subsection 4.9(d)the Lender for similar loans, taking into account such factors as the Lender may deem appropriate, including, without limitation, the nature and extent of the Borrower’s interest in the accounts and leases receivable and inventory upon which the Borrowing Base is then redetermined. Other than The Lender may in connection with its sole discretion discount the Applicable Redetermination, value of any property included in the redetermination of the Borrowing Base as set forth in a Borrowing Base Report by the same factors utilized by it is in discounting the intention value of comparable borrowing base assets in comparable transactions for comparable borrowers. (iii) Each delivery by the Borrower to the Lender of a Borrowing Base Report shall be deemed to constitute a representation and warranty by the Borrower to the Lender that the Borrower and its Subsidiaries have good and marketable title to the Lenders Collateral owned by each of them and described therein, and that the Borrowing Base be redetermined within 45 days after the furnishing of each Reserve Report, such Collateral is not subject to the provisions of this paragraph (c)any Lien other than Bank Liens and Liens permitted by Section 6.8.