Common use of Subsequent Determinations of Borrowing Base Clause in Contracts

Subsequent Determinations of Borrowing Base. (a) By each Evaluation Date Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Related Persons' businesses and properties (including Related Persons' oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.1(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, all Lenders shall agree upon an amount for the Borrowing Base, which, if all Lenders do not agree on such amount, shall be the lowest amount determined by any 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 (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 Lenders determine, and may redesignate the Borrowing Base from time to time thereafter at any amount which all Lenders redetermine, until each Lender receives all such information, reports and data, whereupon Lenders shall designate a new Borrowing Base as described above. Lenders shall determine the amount of the Borrowing Base based upon the loan 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, fixed charges, 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.

Subsequent Determinations of Borrowing Base. (a) By March 15 and September 15 of each Evaluation Date year, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Related Restricted Persons' businesses and properties (including Related Persons' their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Reports described in Section 6.2(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 (45) days after such notice, furnish to each Lender the same information required by the preceding sentence together with the Engineering Report described in Section 6.1(b)(iv6.2(g), if an Engineering Report is then due. Within thirty forty-five (3045) days after receiving such information, reports and data, or as promptly thereafter as practicable, all Required Lenders shall agree upon an amount for the Borrowing Base, which, if all Lenders do not agree on such amount, shall be the lowest amount determined by any Lender, Base 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 above in the first sentence of this section, Administrative Agent may nonetheless designate the Borrowing Base at any amount which Required Lenders determine, determine and may redesignate the Borrowing Base from time to time thereafter at any amount which all Lenders redetermine, until each Lender receives all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. Required Lenders shall determine the amount of the Borrowing Base based upon (i) the loan collateral value which they, 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 Restricted Persons at the time in question and based (ii) upon such other factors (including without limitation the assets, liabilities, fixed charges, 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 Related PersonsAffiliates) as they, 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 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 2.7(a) 2.5 and, to the extent permitted by law Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 2.153.2. Semiannual redeterminations and additional redeterminations at the request Any determination of the Lenders Borrowing Base at an amount in excess of the lesser of (i) $300,000,000 or Administrative Agent (ii) 150% of the Applicable Initial Borrowing Base 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 require the Administrative Agent for its own accountdetermination and agreement of all Lenders.

Subsequent Determinations of Borrowing Base. By February 1 of each year (a) By each Evaluation Date 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), Borrower, Parent and DEOC shall furnish to Agent and each Lender all information, reports and data which Administrative Agent or any Lender has then reasonably requested concerning the Related Persons' businesses and properties (including Related Persons' their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report engineering report described in Section 6.1(b)(iv5.1(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) (or by the forty-fifth day following an optional redetermination date as specified by Borrower or Majority Lenders as set forth above), if an Engineering Report is then due. Within thirty (30) days after receiving such information, reports and data, or as promptly thereafter as practicable, all Lenders shall agree upon an amount for the Borrowing Base, which, if all Lenders do not agree on such amount, shall be the lowest amount determined by any Lender, and Administrative 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, Administrative Agent may nonetheless designate the Borrowing Base at any amount which Lenders determine, Agent determines and may redesignate the Borrowing Base from time to time thereafter at any amount which all Lenders redetermine, until each Lender Agent receives all such information, reports and data, whereupon Lenders Agent shall designate a new Borrowing Base as described above. Agent and Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they, such factors of any kind 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, 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, fixed charges, 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.

Subsequent Determinations of Borrowing Base. (a) By At least 30 days before each Evaluation Date Borrower shall furnish to each Lender all information, reports and data which Administrative Agent Lender has then reasonably requested concerning the Related Persons' businesses and properties (including Related Persons' their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in most recently delivered to Lender pursuant to Section 6.1(b)(iv5.l(b)(iv) or Section 5.l(b)(v), if an Engineering Report is then due. Within thirty (30) days after receiving such information, reports and dataOn each Evaluation Date, or as promptly thereafter as practicable, all Lenders shall agree upon an amount for the Borrowing Base, which, if all Lenders do not agree on such amount, shall be the lowest amount determined by any Lender, and Administrative 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, Administrative Agent Lender may nonetheless designate the Borrowing Base at any amount which Lenders determine, Lender determines and may redesignate the Borrowing Base from time to time thereafter at any amount which all Lenders redetermine, until each Lender receives all such information, reports and data, whereupon Lenders Lender shall designate a new Borrowing Base as described above. Lenders Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they, it in their sole its discretion and assigns to the various items of Collateral at the time in question in accordance with their respective normal customary practices and standards for oil applied generally to loans of this type 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 size and based upon such other credit factors (including without limitation the assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership of Borrower and its Related PersonsAffiliates) as they, Lender 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.discretion

Subsequent Determinations of Borrowing Base. (a) By each Evaluation Date (or 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 each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Related Restricted Persons' businesses and properties (including Related Persons' their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.1(b)(iv), if an Engineering Report is then due6.2. Within thirty (30) sixty days after receiving such information, reports and data, or as promptly thereafter as practicable, all Majority Lenders shall agree upon an amount for the Borrowing Base, which, if Base (provided that all Lenders do not must agree on such amount, shall be to any increase in the lowest amount determined by any Lender, Borrowing Base) 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 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 loan collateral value which they, 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 Restricted Persons at the time in question and based upon such other credit factors (including without limitation the assets, liabilities, fixed charges, cash flow, businesshedged and unhedged exposure to price, 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 otherwiseforeign exchange rate, 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.interest rate changes,

Subsequent Determinations of Borrowing Base. (a) By May 15 and November 15 of each year, or within 30 days after notice of an Evaluation Date Date, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Related Restricted Persons' businesses and properties (including Related Persons' Borrower's oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report Reports described in Section 6.1(b)(iv), if an Engineering Report is then due6.2(d) or (e) as applicable. Within thirty (30) days after receiving such information, reports and data, or as promptly thereafter as practicable, all Majority Lenders shall agree upon an amount for the Borrowing Base, which, if Base (provided that all Lenders do not must agree on such amount, shall be to any increase in the lowest amount determined by any Lender, Borrowing Base) 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 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, 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 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 loan collateral value which they, 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 which constitute Collateral of Related Restricted Persons at the time in question and based upon such other credit factors (including without limitation the assets, liabilities, fixed charges, 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 Related PersonsAffiliates) as they, 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 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 2.7(a) 2.5 and, to the extent permitted by law Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under 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 account3.2.

Subsequent Determinations of Borrowing Base. By September 1 of each year (a) By and within 60 days after each Evaluation Date described in clause (i) of the definition of Evaluation Date), Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Related Restricted Persons' businesses and properties (including Related Persons' their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.1(b)(iv6.2(d), if an such Engineering Report is then due. Within thirty (30) forty-five days after receiving such information, reports and data, or as promptly thereafter as practicable, all Required Lenders shall agree upon an amount for the Borrowing Base, which, if all Lenders do not agree on such amount, shall be the lowest amount determined by any Lender, Base 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 Required Lenders determine, determine and may redesignate the Borrowing Base from time to time thereafter at any amount which all Lenders redetermine, until each Lender receives all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. Required Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they, 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 included in the Collateral at the time in question and based upon such other factors (including without limitation the assets, liabilities, fixed charges, 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.credit factors

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 each Lender Agent all information, reports and data which Administrative Agent has then reasonably requested concerning Related Restricted Persons' businesses and properties (including Related Persons' Borrower's oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report Reports described in Section 6.1(b)(iv), if an Engineering Report is then due6.2(d) or (e) as applicable. Within thirty (30) days after receiving such information, reports and data, or as promptly thereafter as practicable, all Majority Lenders shall agree upon an amount for the Borrowing Base, which, if Base (provided that all Lenders do not must agree on such amount, shall be to any increase in the lowest amount determined by any Lender, Borrowing Base) 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 each Lender 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 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, fixed charges, 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.loan

Subsequent Determinations of Borrowing Base. (a) By each Evaluation Date Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Related Persons' businesses and properties (including Related Persons' oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.1(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, all Lenders shall agree upon an amount for the Borrowing Base, which, if all Lenders do not agree on such amount, shall be the lowest amount determined by any 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 (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 Lenders determine, and may redesignate the Borrowing Base from time to time thereafter at any amount which all Lenders redetermine, until each Lender receives all such information, reports and data, whereupon Lenders shall designate a new Borrowing Base as described above. Lenders shall determine the amount of the Borrowing Base based upon the loan 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, fixed charges, 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.

Subsequent Determinations of Borrowing Base. (a) By March 1 and July 15 of each Evaluation Date year Borrower shall furnish to each Lender Bank all information, reports and data which Administrative Agent has then reasonably requested concerning Related Persons' businesses and properties (including Related Persons' their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.1(b)(iv)C.1(d) or C.1(e) of Annex C, if an Engineering Report is then dueas applicable. Within thirty (30) days after receiving such information, reports and data, or as promptly thereafter as practicable, all Required Lenders shall agree upon an amount for the Borrowing Base (provided that all Banks must agree to any increase in the Borrowing Base, which, if all Lenders do not agree on such amount, shall be the lowest amount determined by any 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 Required Lenders determine, determine and may redesignate the Borrowing Base from time to time thereafter at any amount which all Lenders redetermine, until each Lender Bank receives all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. Lenders shall determine the amount of the Borrowing Base based upon the loan 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, fixed charges, 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.shall