SHALL
MAKE A REDETERMINATION IF AND WHEN REQUESTED BY BORROWER.
IN CONNECTION WITH
EACH SUCH DETERMINATION OF THE BORROWING BASE, THE BANKS SHALL ALSO DETERMINE
THE MONTHLY COMMITMENT REDUCTION.
SUCH BORROWING BASE AND MONTHLY COMMITMENT
REDUCTION DETERMINATIONS SHALL BE MADE ON OR BEFORE EACH NOVEMBER 20 AND MAY 20,
COMMENCING NOVEMBER 20, 2002, THE SAME TO BE EFFECTIVE AS OF EACH NOVEMBER 1 AND
MAY 1, COMMENCING NOVEMBER 1, 2002, AND AT SUCH OTHER DATES AS DETERMINED AT THE
DISCRETION OF MAJORITY BANKS.
BORROWER MAY LIKEWISE REQUEST MORE FREQUENT
BORROWING BASE REDETERMINATIONS AND BANKS SHALL MAKE THE SAME IF AND WHEN
REQUESTED.
IN MAKING SUCH DETERMINATIONS, BANKS MAY UTILIZE SUCH REPORTS AND
APPRAISALS AS BORROWER MAY FURNISH TO BANKS THROUGH AGENT UNDER OTHER PROVISIONS
HEREOF WITH RESPECT TO THE COLLATERAL, INCLUDING THE INFORMATION REQUIRED
PURSUANT TO SECTION 12(A)(III), (IV), (V) AND (VI), TOGETHER WITH SUCH OTHER
DATA AS BANKS MAY DEEM APPROPRIATE UNDER THE THEN CIRCUMSTANCE, INCLUDING,
WITHOUT LIMITATION, CASH FLOW AND PROJECTIONS OF CASH FLOW, PROVIDED THAT
NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE THAT BANKS OR AGENT SHALL OR SHOULD
OBTAIN AND PAY FOR ANY REPORTS, APPRAISALS OR OTHER DATA FROM THIRD PARTIES IN
CONNECTION THEREWITH.
THE PROCEDURE FOR DETERMINING THE BORROWING BASE AND THE
MONTHLY COMMITMENT REDUCTION AT EACH REDETERMINATION SHALL BE THAT THE AGENT
SHALL DETERMINE THE BORROWING BASE AND MONTHLY COMMITMENT REDUCTION AND SUBMIT
THE SAME TO THE BANKS.
INCREASES IN THE BORROWING BASE SHALL REQUIRE THE
APPROVAL OF ALL BANKS, BUT ALL OTHER CHANGES IN THE BORROWING BASE AND MONTHLY
COMMITMENT REDUCTION SHALL REQUIRE APPROVAL OF MAJORITY BANKS.
SUCH
DETERMINATIONS SHALL BE MADE BY BANKS IN ACCORDANCE WITH THEIR RESPECTIVE
CUSTOMARY PRACTICES AND STANDARDS FOR LOANS IN SIMILAR AMOUNTS TO BORROWERS
SIMILARLY SITUATED, AT THE TIMES AND UNDER THE CIRCUMSTANCES THEN PREVAILING
WHICH ARE CONSIDERED BY EACH BANK IN ITS DISCRETION, SUBJECT ONLY TO THE
REQUIREMENT THAT SUCH DETERMINATION SHALL BE REASONABLE AND MADE IN GOOD FAITH.
IF AT ANY TIME ANY OF THE COLLATERAL IS SOLD, THE BORROWING BASE
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THEN IN EFFECT SHALL AUTOMATICALLY BE REDUCED BY A SUM EQUAL TO THE AMOUNT OF
PREPAYMENT REQUIRED TO BE MADE PURSUANT TO SECTION 13(E) HEREOF.
IF A
NON-SCHEDULED BORROWING BASE REDETERMINATION IS MADE, SUCH NON-SCHEDULED
REDETERMINED BORROWING BASE SHALL BECOME EFFECTIVE IMMEDIATELY UPON AGENT GIVING
NOTICE THEREOF TO THE BORROWER.
PROVIDED, HOWEVER, THAT NO BANK SHALL EVER HAVE
AN OBLIGATION TO DESIGNATE A BORROWING BASE IN AN AMOUNT SUCH THAT SUCH BANK'S
COMMITMENT PERCENTAGE THEREOF IS IN EXCESS OF ITS LEGAL OR INTERNAL LENDING
LIMITS.
(C)
VOLUNTARY DECREASES IN BORROWING BASE.
WITHIN TEN (10) BUSINESS
DAYS AFTER NOTIFICATION TO BORROWER OF A BORROWING BASE REDETERMINATION PURSUANT
TO THE PROVISIONS OF THIS SECTION 7, BORROWER MAY NOTIFY AGENT AS TO WHAT
PORTION OF THE BORROWING BASE THEY DESIRE ACCESS (THE "ELECTED BORROWING
LIMIT").
THEREAFTER, BORROWER MAY OBTAIN REVOLVING LOANS WHICH DO NOT EXCEED
THE LESSER OF (I) $200,000,000, OR (II) THE ELECTED BORROWING LIMIT UNTIL THE
NEXT BORROWING BASE REDETERMINATION, SUBJECT TO THE