Common use of Subsequent Determinations of Borrowing Base Clause in Contracts

Subsequent Determinations of Borrowing Base. By March 1 and September 1 of each year, or within 30 days after notice of an Evaluation Date, Borrower shall furnish to Agent all information, reports and data which Agent has then requested concerning Restricted Persons' businesses and properties (including Borrower's oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports described in Section 6.2(d) or (e) as applicable. Within thirty days after receiving such information, reports and data, or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Agent shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "Determination Date") and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine and may redesignate the Borrowing Base from time to time thereafter until Agent receives all such information, reports and data, whereupon Majority Lenders shall designate a new Borrowing Base as described above. Majority Lenders shall determine the amount of the Borrowing Base based upon the loan

Subsequent Determinations of Borrowing Base. By March 1 each June 15 and September 1 November 15, of each year, or within 30 days after notice of an Evaluation Datebeginning November 15, 2000, Borrower shall furnish to Agent each Lender all information, reports and data which Agent has then reasonably requested concerning Restricted Persons' businesses and properties (including Borrower's their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports described in Section 6.2(d) or (e) as applicable. Within thirty Borrower and Majority Lenders may each request one additional Borrowing Base redetermination during the period between each scheduled Borrowing Base determination; in connection therewith, Borrower will furnish to each Lender all information, reports and data which Agent has then requested concerning Restricted Persons' businesses and properties (including their oil and gas properties and interests and the reserves and production relating thereto). Agent shall propose a Borrowing Base, subject to the agreement of the Lenders as provided herein below. Approximately forty-five days after receiving such information, reports and data, or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Agent shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "Determination DateDETERMINATION DATE") and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine and may redesignate the Borrowing Base from time to time thereafter until Agent each Lender receives all such information, reports and data, whereupon Majority Lenders shall designate a new Borrowing Base as described above. Majority Lenders shall determine the amount of the Borrowing Base based upon the loanloan collateral value which they in their sole discretion assign to the various oil and gas properties of the Restricted Persons and other associated assets of Borrower at the time in question in accordance with their customary practices and standards applied generally to their substantial energy credits and based upon such other credit factors (including without limitation the assets, liabilities, cash flow, hedged and unhedged exposure to price, foreign exchange rate, and interest rate changes, business, properties, prospects, management and ownership of Borrower and its Affiliates) as they, in their sole discretion, deem significant. It is expressly understood that Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the face amount of the Notes, the Maximum Loan Amount or otherwise, and that Lenders' commitments to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used for calculating commitment fees under Section 2.5(a) and, to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2.

Subsequent Determinations of Borrowing Base. By March 1 Subsequent determinations of the Borrowing Base shall be made by the Bank at least semi-annually on the dates set forth herein below and the Bank may make additional redeterminations at any time it appears to the Bank, in the exercise of its discretion, that there has been a material change in the value of the Oil and Gas Properties ("UNSCHEDULED REDETERMINATIONS"). Effective as of September 1 30 of each year, or within 30 days after notice of an Evaluation Date, Borrower Borrowers shall furnish to Agent the Bank on or prior to December 1 each year, beginning December 1, 2001, for Panhandle and beginning December 1, 2002 for Wood Oil and if the Bank so requests, within sixty days of April 1 of each year beginning April 1, 2002 for Panhandle and for Wood Oil and at such other times as Bank shall request for an Unscheduled Redetermination, all information, reports and data which Agent the Bank has then requested concerning Restricted Persons' businesses the Oil and properties Gas Properties, said information to include, but not be limited to, (including Borrower's oil i) revenue and gas properties lifting costs summary report for all Oil and interests and the reserves and production relating thereto)Gas Properties, together with the Engineering Reports described in Section 6.2(d) or (eii) as applicableof September 30 and March 31, respectively, of each such year, an engineering report in form and substance satisfactory to Bank prepared by an independent petroleum engineer as is acceptable to Bank, covering the Oil and Gas Properties, (iii) the most recently available production curves and tabular production updates, including economic projections on any new production from acquired or drilled acreage, and (iv) such other information concerning the value of the Oil and Gas Properties as Bank may reasonably deem necessary. Within thirty Bank shall by written notice to Borrowers, no later than sixty (60) days after receiving receipt of such informationinformation set forth above, reports and data, or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Agent shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately Borrowers hereunder during the period beginning on the date such notice is sent each December 31 and June 30 (herein called a the "Determination DateDETERMINATION DATE") and shall remain in effect continuing until but not including the next date as of which the Borrowing Base is redetermined. Notwithstanding the foregoing, the first such Determination Date will be January 1, 2002. If Borrower does an Unscheduled Redetermination is made by the Bank, the Bank shall notify Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, if any, and such new Borrowing Base shall continue until redetermined pursuant to the provisions hereof. If Borrowers do not furnish all such information, reports and data by the date specified in the first sentence of this sectionSection 5(b), Agent unless such failure is of no fault of Borrowers, the Bank may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine the Bank determines in its reasonable discretion and may redesignate the Borrowing Base from time to time thereafter until Agent the Bank receives all such information, reports and data, whereupon Majority Lenders the Bank shall designate a new Borrowing Base as described above. Majority Lenders The Bank shall determine the amount of the Borrowing Base based upon the loanloan collateral value which it in its reasonable discretion assigns to such Oil and Gas Properties of Borrowers 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 Borrowers and its affiliates) as the Bank customarily considers in evaluating similar oil and gas credits. It is expressly understood that the Bank has no obligation to designate the Borrowing Base at any particular amount, except in the exercise of its good faith discretion, whether in relation to the Revolving Loan Commitment made herein or otherwise, and that the Bank's commitment to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect.

Subsequent Determinations of Borrowing Base. By March 1 May 15 and September 1 November 15 of each year, or within 30 days after notice of an Evaluation Date, Borrower shall furnish to Agent each Lender all information, reports and data which Agent has then requested concerning Restricted Persons' businesses and properties (including Borrower's oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports described in Section 6.2(d) or (e) as applicable. Within thirty days after receiving such information, reports and data, or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Agent shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "Determination DateDETERMINATION DATE") and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine and may redesignate the Borrowing Base from time to time thereafter until Agent each Lender receives all such information, reports and data, whereupon Majority Lenders shall designate a new Borrowing Base as described above. Majority Lenders shall determine the amount of the Borrowing Base based upon the loanloan collateral value which they in their sole discretion assign to the various oil and gas properties which constitute Collateral of Restricted Persons at the time in question and based upon such other credit factors (including without limitation the assets, liabilities, cash flow, hedged and unhedged exposure to price, foreign exchange rate, and interest rate changes, business, properties, prospects, management and ownership of Borrower and its Affiliates) as they in their discretion deem significant. It is expressly understood that Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the face amount of the Notes, the Maximum Loan Amount or otherwise, and that Lenders' commitments to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used for calculating commitment fees under Section 2.5 and, to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2.

Subsequent Determinations of Borrowing Base. By March 1 and September 1 of each year, or within 30 days after notice of an Evaluation Date, Borrower (i) The Lenders -------------------------------------------- shall furnish to Agent all information, reports and data which Agent has then requested concerning Restricted Persons' businesses and properties (including Borrower's oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports described in Section 6.2(d) or (e) as applicable. Within thirty days after receiving such information, reports and data, or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for determine the Borrowing Base (provided which shall never exceed the Maximum Principal Amount) semi-annually, as of June 30 and December 31 of each year that all this Agreement is in effect, commencing December 31, 1996, based upon the Obligations then outstanding, the value and associated cash flow available for debt service which the Lenders must agree assign, in their sole discretion, to Borrower's natural gas liquids processing plants, fractionator, propane terminals and any increase other assets of Borrower now subject to the Security Documents or as may become subject thereto in the Borrowing Base) future, but only to the extent each of the same are subject to a perfected first priority lien in favor of the Agent for the benefit of the Lenders, and Agent shall by notice to Borrower designate based upon such amount other factors, assumptions, criteria and general credit considerations as the new Lenders in their sole discretion deem appropriate. (ii) The Borrowing Base available to Borrower hereunder, which designation as so designated shall take effect immediately be effective on and including the date such on which the Agent sends the notice is sent provided in Section 5(d) (herein called a "Determination Date") and shall remain in effect and, until but not including the next ------------------ date as of on which the Borrowing Base is redeterminedredesignated by the Lenders. A Determination Date may occur during the period between the date on which a Request for Revolver Advance is submitted and the day on which such Revolver Advance is to be made. (iii) If Borrower does not furnish all such information, reports and data to the Agent the information required by Section 5(b) by the date specified in therein, the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Majority the Lenders determine based on the relevant information then available to the Lenders and the Agent. The Agent may redesignate the Borrowing Base from time to time thereafter until Agent receives all such the Lenders receive the required information, reports and data, whereupon Majority Lenders shall designate a new Borrowing Base shall be determined as described above. Majority Lenders . (iv) No increase in the Borrowing Base shall determine be made at any time unless the amount of the Borrowing Base based upon the loansuch increase is agreed to by all Lenders.

Subsequent Determinations of Borrowing Base. By Subsequent determinations of the Borrowing Base shall be made by the Banks at least semi-annually on April 1 and October 1 of each year, beginning April 1, 1998, or as Unscheduled Redeterminations. In connection with each such redetermination of the Borrowing Base, the Banks shall also redetermine the Monthly Commitment Reduction. Borrower shall furnish to the Banks as soon as possible but in any event no later than March 1 and or September 1 of each year, beginning March 1, 1998 or September 1, 1998, as the case may be, with an engineering report in form and substance satisfactory to Agent prepared by an independent petroleum engineer acceptable to Agent covering the Oil and Gas Properties utilizing pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Collateral as the Banks may deem necessary to determine the value of such Collateral. By March 1 and by September 1 (being the date other than the date on which Borrower shall have provided the engineering report prepared by the independent petroleum engineer) of each year thereafter, beginning March 1, 1998 or September 1, 1998, as the case may be, or within 30 thirty (30) days after either (i) receipt of notice from Agent that it requires an Unscheduled Redetermination, or (ii) Borrower give notice to Agent of their desire to have an Evaluation DateUnscheduled Redetermination performed, Borrower shall furnish to Agent all the Banks an engineering report in form and substance satisfactory to the Banks prepared by Borrower's in-house engineering staff valuing the Oil and Gas Properties using substantially the same methodology utilized by the independent petroleum engineer who prepared the most recent independent engineering report, together with such other information, reports and data which Agent has then requested concerning Restricted Persons' businesses the value of the Collateral as the Banks shall deem reasonably necessary to determine the value of such Collateral. The engineering reports furnished March 1 and properties (including Borrower's oil September 1 pursuant to this Section 7 shall be prepared as of the preceding December 31 and gas properties and interests and the reserves and production relating thereto)June 30, together with the Engineering Reports described in Section 6.2(d) or (e) as applicablerespectively. Within thirty days after receiving such information, reports and data, or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Agent shall by notice to notify Borrower designate such amount as of the new Borrowing Base available to Borrower hereunderBase, which designation shall take effect immediately Sublimits (as hereinafter defined) and Monthly Commitment Reduction for the period beginning on the date of such notice is sent (herein called a the "Determination Date") and shall remain in effect until continuing until, but not including including, the next date as Determination Date. If an Unscheduled Redetermination is made by the Banks, the Agent shall notify Borrower within a reasonable time after receipt of which all requested information of the new Borrowing Base, if any, and such new Borrowing Base is redeterminedshall continue until the next Determination Date. If Borrower does do not furnish all such information, reports and data by the date specified in this Section 7(b), unless such failure is of no fault of Borrower, the first sentence of this section, Agent Banks may nonetheless designate the Borrowing Base Base, Sublimits and Monthly Commitment Reduction at any amount amounts which Majority Lenders the Banks determine in their discretion and may redesignate the Borrowing Base from time to time thereafter until Agent receives the Banks receive all such information, reports and data, whereupon Majority Lenders the Banks shall designate a new Borrowing Base Base, Sublimits and Monthly Commitment Reduction as described above. Majority Lenders The Banks shall determine the amount of the Borrowing Base based upon the loanloan collateral value which it in its discretion (using such methodology, assumptions and discounts rates as each Bank customarily uses in assigning collateral value to oil and gas properties) assigns to such Oil and Gas Properties of Borrower 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 Borrower and its affiliates) as each Bank customarily considers in evaluating similar oil and gas credits. If the Banks cannot otherwise agree on the Borrowing Base, Sublimits or Monthly Commitment Reduction, each Bank shall submit in writing to the Agent its proposed Borrowing Base and Monthly Commitment Reduction and the Borrowing Base and Monthly Commitment Reduction shall be set on the basis of the lowest Borrowing Base and Sublimits, and highest Monthly Commitment Reduction proposed by any Bank. If at any time any of the Collateral is sold by Borrower, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the value assigned to such collateral by the Banks as of the most recent Borrowing Base redetermination. It is expressly understood that each Bank has no obligation to designate the Borrowing Base, Sublimits or the Monthly Commitment Reduction at any particular amount, except in the exercise of its discretion, whether in relation to the Revolving Commitment or otherwise, and that the Banks' commitment to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect. Provided, however, that the Banks shall never have the obligation to designate a Borrowing Base in excess of its legal or internal lending limits. If Borrower is ever required to purchase and redeem any of the Senior Unsecured Notes or if any portion of the Senior Unsecured Notes become due for any reason, the Borrowing Base shall immediately and automatically be reduced to $0.

Subsequent Determinations of Borrowing Base. By March 1 and September 1 of each year, or within At least 30 days after notice of an before each Evaluation Date, Date Borrower shall furnish to Agent Lender all information, reports and data which Agent Lender has then requested concerning Restricted the Related Persons' businesses and properties (including Borrower's their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports described in Report most recently delivered to Lender pursuant to Section 6.2(d5.l(b)(iv) or (e) as applicableSection 5.l(b)(v). Within thirty days after receiving such information, reports and dataOn each Evaluation Date, or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Agent Lender shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "Determination Date") and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this sectionSection 2.12, Agent Lender may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine Lender determines and may redesignate the Borrowing Base from time to time thereafter until Agent Lender receives all such information, reports and data, whereupon Majority Lenders Lender shall designate a new Borrowing Base as described above. Majority Lenders Lender shall determine the amount of the Borrowing Base based upon the loanloan collateral value which it in its discretion assigns to the various items of Collateral at the time in question in accordance with their respective customary practices and standards applied generally to loans of this type and size and based upon such other credit factors (including without limitation the assets, liabilities, cash flow, business, properties, prospects, management and ownership of Borrower and its Affiliates) as Lender in its discretion

Subsequent Determinations of Borrowing Base. (a) By March 1 and September 1 of each year, or within 30 days after notice of an Evaluation Date, Date Borrower shall furnish to Agent each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Restricted Related Persons' businesses and properties (including Borrower's Related Persons' oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports Report described in Section 6.2(d) or (e) as applicable6.1(b)(iv), if an Engineering Report is then due. Within thirty (30) days after receiving such information, reports and data, or as promptly thereafter as practicable, Majority all Lenders shall agree upon an amount for the Borrowing Base (provided that Base, which, if all Lenders must do not agree to on such amount, shall be the lowest amount determined by any increase in the Borrowing Base) Lender, and Administrative Agent shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "Determination Date") and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, Administrative Agent may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine determine, and may redesignate the Borrowing Base from time to time thereafter at any amount which all Lenders redetermine, until Agent each Lender receives all such information, reports and data, whereupon Majority Lenders shall designate a new Borrowing Base as described above. Majority Lenders shall determine the amount of the Borrowing Base based upon the loanloan collateral value which they, in their sole discretion and in accordance with their respective normal practices and standards for oil and gas loans as such practices and standards exist at the particular time, assign to the various oil and gas properties of Related Persons at the time in question and based upon such other factors (including without limitation the assets, liabilities, cash flow, business, properties, prospects, management and ownership of Borrower and its Related Persons) as they, in their sole discretion and in accordance with their respective normal practices and standards for oil and gas loans as such practices and standards exist at the particular time, deem significant. It is expressly understood that Lenders and Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Maximum Loan Amount or otherwise, and that Lenders' commitments to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used for calculating commitment fees under Section 2.7(a) and, to the extent permitted by law and regulatory authorities, for the purposes of Section 2.15. Semiannual redeterminations and additional redeterminations at the request of the Lenders or Administrative Agent shall be at no cost to Borrower. Additional redeterminations at Borrower's request shall be subject to a $5,000 engineering fee payable by Borrower to the Administrative Agent for its own account. (b) The Borrower may include additional oil and gas properties of the Borrower acquired from time to time as Collateral for the Obligations, which may then be included in the calculation of the Borrowing Base, by the Borrower (A) giving written notice to the Administrative Agent of such properties to be included, (B) subjecting such properties to liens securing the Obligations (pursuant to Security Documents satisfactory to the Administrative Agent), (C) including such properties in an Engineering Report submitted to the Administrative Agent and (D) delivering to the Administrative Agent title opinions addressed to the Administrative Agent for the benefit of the Lenders covering all of such properties and other legal opinions from counsel acceptable to the Administrative Agent, in its sole discretion, in form, scope and substance acceptable to the Administrative Agent opining favorably as to, among such other matters as may be required by the Administrative Agent, (1) the Borrower's ownership of such properties and (2) matters of the type covered by the opinions delivered pursuant to Section 4.1 (m) and the opinion attached hereto as Exhibit F.

Subsequent Determinations of Borrowing Base. By March 1 and September 1 of each yearDecember 15, or within 30 days after notice of an Evaluation Date2009, Borrower Borrowers shall furnish to Agent each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Restricted Persons' ’ businesses and properties (including Borrower's their oil and gas properties and interests and the reserves and production relating thereto) (all such information, reports and data collectively referred to herein as the “Requested Information”), together with the Engineering Reports Report described in Section 6.2(d). By each March 31 and September 30, of each year, beginning March 31, 2010, Borrowers shall furnish to each Lender all Requested Information which Administrative Agent has then reasonably requested, together with the Engineering Report described in Section 6.2(c). Borrowers and Administrative Agent may each request one additional Borrowing Base redetermination during the period between each scheduled Borrowing Base determination; in connection therewith, Borrowers will furnish to each Lender all Requested Information which Administrative Agent has then requested. In addition, Administrative Agent may require an additional Borrowing Base redetermination in the event Borrowers ever propose selling or otherwise transferring Oil and Gas Properties to any Person other than a Restricted Person if such properties have an aggregate value in excess often percent (10%) of the Borrowing Base in effect at the time of such proposed sale or (e) as applicableother transfer. Within thirty In each case, approximately forty-five days after receiving such information, reports and datathe Requested Information, or as promptly thereafter as practicable, Majority Lenders (or all Lenders in the case of an increase in the Borrowing Base) shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Administrative Agent shall by notice to Borrower Borrowers designate such amount amounts as the new Borrowing Base as applicable, available to Borrower Borrowers hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "“Determination Date"”) and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does Borrowers do not furnish all such information, reports and data Requested Information by the date dates specified in the first sentence of this section, Administrative Agent may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine and may redesignate the Borrowing Base from time to time thereafter until Agent each Lender receives all such information, reports and dataRequested Information, whereupon Majority Lenders shall designate a new Borrowing Base included in the Collateral of Restricted Persons as described above. Majority Lenders shall determine the amount of the Borrowing Base based upon the loanloan collateral value which they in their discretion assign to the Present Value of the various oil and gas properties at the time in question and based upon such other credit factors (including without limitation the assets, liabilities, cash flow, hedged and unhedged exposure to price, foreign exchange rate, and interest rate changes, business, properties, prospects, management and ownership of Borrowers and their Affiliates) as they in their discretion deem significant. If Majority Lenders (or all Lenders in the case of an increase in the Borrowing Base) have not approved the Borrowing Base within the fifteen day period after their receipt of such proposed Borrowing Base, Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base then acceptable to a number of Lenders sufficient to constitute Majority Lenders (or all Lenders in the case of an increase in the Borrowing Base) and such amount shall then become the Borrowing Base. Administrative Agent shall by notice to Borrowers designate such amount as the new Borrowing Base available to Borrowers hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a “Determination Date”) and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. It is expressly understood that Lenders and Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Maximum Credit Amount or otherwise, that Lenders’ commitments to make Loans hereunder is determined by reference to the Borrowing Base. The Borrowing Base shall be used for calculating commitment fees under Section 2.5(c) and, to the extent permitted by Law and regulatory authorities, the Borrowing Base shall be used for the purposes of capital adequacy determination and reimbursements under Section 3.2.

Subsequent Determinations of Borrowing Base. (a) By March 1 15 and September 1 15 of each year, or within 30 days after notice of an Evaluation Date, Borrower shall furnish to Agent each Lender all information, reports and data which Agent has then requested concerning Restricted Persons' businesses and properties (including Borrower's their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports described in Section 6.2(d6.2(f) and (g). Borrower or Required Lenders shall each have the right to request additional redeterminations of the Borrowing Base by notice to the other, whereupon to the extent requested by any Lender, Borrower shall promptly, and in any event within forty-five (e45) as applicabledays after such notice, furnish to each Lender the same information required by the preceding sentence together with the Engineering Report described in Section 6.2(g). Within thirty forty-five (45) days after receiving such information, reports and data, or as promptly thereafter as practicable, Majority Required Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Agent shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "Determination Date") and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does not furnish all such information, reports and data by the date specified above in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Majority Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until Agent each Lender receives all such information, reports and data, whereupon Majority Required Lenders shall designate a new Borrowing Base as described above. Majority Required Lenders shall determine the amount of the Borrowing Base based upon (i) the loanloan value which they in their discretion assign to the various oil and gas properties of Restricted Persons at the time in question and (ii) upon such other factors (including without limitation the assets, liabilities, cash flow, hedged and unhedged exposure to price, foreign exchange rate, and interest rate changes, business, properties, prospects, management and ownership of Borrower and its Affiliates) as they in their discretion deem significant. It is expressly understood that Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the aggregate face amounts of the Notes or otherwise, and that Lenders' commitments to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used for calculating commitment fees under Section 2.5 and, to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Any determination of the Borrowing Base at an amount in excess of the lesser of (i) $300,000,000 or (ii) 150% of the Applicable Initial Borrowing Base shall require the determination and agreement of all Lenders.

Subsequent Determinations of Borrowing Base. By March 1 and September 1 of each year, Evaluation Date (or within 30 days after notice in the case of an Evaluation Date pursuant to clause (a) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Borrower shall furnish to Agent each Lender all information, reports and data which Agent has then requested concerning Restricted Persons' businesses and properties (including Borrower's their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports Report described in Section 6.2(d) or (e) as applicable6.2. Within thirty sixty days after receiving such information, reports and data, or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and Agent shall by notice to Borrower designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately on the date such notice is sent (herein called a "Determination Date") and shall remain in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine and may redesignate the Borrowing Base from time to time thereafter until Agent each Lender receives all such information, reports and data, whereupon Majority Lenders shall designate a new Borrowing Base as described above. Majority Lenders shall determine the amount of the Borrowing Base based upon the loanloan collateral value which they in their discretion assign to the various oil and gas properties of Restricted Persons at the time in question and based upon such other credit factors (including without limitation the assets, liabilities, cash flow, hedged and unhedged exposure to price, foreign exchange rate, and interest rate changes,

Subsequent Determinations of Borrowing Base. By March 1 and September February 1 of each year (and, at the option of Borrower or Majority Lenders, a date specified by Borrower or Majority Lenders as of which the Borrowing Base shall be redetermined, provided, that Borrower shall not be entitled to request any such optional redetermination more than once during any calendar year and Majority Lenders shall not be entitled to request any such optional redetermination more than once during any calendar year), or within 30 days after notice of an Evaluation DateBorrower, Borrower Parent and DEOC shall furnish to Agent and each Lender all information, reports and data which Agent or any Lender has then requested concerning Restricted the Related Persons' businesses and properties (including Borrower's their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports engineering report described in Section 6.2(d5.1(b)(iv) which has then become due. By the March 15 following each such February 1 (or by the 30th day following receipt by Agent of any final Engineering Report delivered under Section 5.1(b)(iv) which indicates materially lower values than the preliminary report delivered under such section or pursuant to such redetermination) (e) or by the forty-fifth day following an optional redetermination date as applicable. Within thirty days after receiving such information, reports and data, specified by Borrower or as promptly thereafter as practicable, Majority Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base) and as set forth above), Agent shall by notice to Borrower designate such amount as Borrower, Parent and DEOC designate, with the concurrence of Evaluating Lenders, the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately for the period beginning on and including the date such written notice is sent (herein called a "Determination Date") and shall remain in effect continuing until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does Borrower, Parent and DEOC do not furnish all such information, reports and data by the date dates specified in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Majority Lenders determine Agent determines and may redesignate the Borrowing Base from time to time thereafter until Agent receives all such information, reports and data, whereupon Majority Lenders Agent shall designate a new Borrowing Base as described above. Majority Agent and Lenders shall determine the amount of the Borrowing Base based upon the loansuch factors of any kind as they in their discretion deem significant.