Common use of General Procedures With Respect to Determination of Borrowing Base Clause in Contracts

General Procedures With Respect to Determination of Borrowing Base. Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty (60) days following receipt by Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Agent, Required Lenders (or all Lenders in the event of a proposed increase in the Borrowing Base or decrease in the Monthly Reduction Amount) shall have fifteen (15) days to agree or disagree with such proposal. At the end of such fifteen (15) day period, if Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Agent’s proposal shall be the new Borrowing Base and Monthly Reduction Amount. If, however, Required Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) notify Agent within such fifteen (15) days of their disapproval, Agent and Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall agree on a new Borrowing Base and Monthly Reduction Amount. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) days after Agent has been notified of their disapproval, then Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) days after the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and Monthly Reduction Amount. In taking the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Borrowing Base, at any time, because title information is not satisfactory or such oil and gas reserves are not Mortgaged Properties.

General Procedures With Respect to Determination of Borrowing Base. The Borrowing Base shall be determined as of May 1 and November 1 of each year, commencing May 1, 2019, until the Revolving Credit Maturity Date. Administrative Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty (60if any) on or about 30 days following receipt by Administrative Agent and the Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, the Required Revolving Credit Lenders (or all Revolving Credit Lenders in the event of a proposed increase in the Borrowing Base or decrease in the Monthly Reduction Amount) shall have fifteen (15) days to agree or disagree with such proposal. At the end of such fifteen (15) day period, if Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall have 15 days to agree or disagree with such proposal. Solely as it relates to a reaffirmation or proposed decrease of the Borrowing Base and/or increase in the Monthly Reduction Amount, if at the end of such 15-day period, the Required Revolving Credit Lenders shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s proposal shall be the new Borrowing Base and and/or Monthly Reduction Amount. IfFor the avoidance of doubt, however, Required Lenders (or any Lender, in the event of a as it relates to proposed increase increases of the Borrowing Base or decrease decreases of the Monthly Reduction Amount) notify Agent within such fifteen Amount (15) days of their if any), silence from a Revolving Credit Lender shall be deemed as disapproval, Agent and . If the Required Revolving Credit Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall agree on a new Borrowing Base and Monthly Reduction Amount. If the Required Lenders (or all Revolving Credit Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) 7 days after Administrative Agent has been notified of their disapproval, then Administrative Agent shall propose a new redetermined Borrowing Base and and/or a new Monthly Reduction Amount within fifteen (15) 15 days after the end of such seven (7) -day period and the foregoing process shall be repeated. This process shall be repeated until the Required Revolving Credit Lenders (or all Revolving Credit Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and and/or Monthly Reduction Amount. In taking Upon the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion final redetermination of production therefrom or any income from any other property from the Borrowing BaseBase and/or Monthly Reduction Amount, at any timeAdministrative Agent, because title information is not satisfactory or such oil the Revolving Credit Lenders approving same and gas reserves are not Mortgaged PropertiesBorrowers shall execute a Borrowing Base Adjustment Letter.

General Procedures With Respect to Determination of Borrowing Base. The Borrowing Base shall be determined as of May 1 and November 1 of each year, commencing May 1, 2017, until the Maturity Date. Administrative Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty (60) 30 days following receipt by Administrative Agent and the Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, the Required Lenders (or all Lenders in the event of a proposed increase in of the Borrowing Base or decrease in the Monthly Reduction AmountBase) shall have fifteen (15) 15 days to agree or disagree with such proposal. At If at the end of such fifteen (15) -day period, if the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s proposal shall be the new Borrowing Base and Monthly Reduction AmountBase. If, however, Required the Minority Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) notify Administrative Agent within such fifteen (15) 15 days of their disapproval, Administrative Agent and the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall agree on a new Borrowing Base and Monthly Reduction AmountBase. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) 7 days after Administrative Agent has been notified of their disapproval, then Administrative Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) 15 days after the end of such seven (7) -day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) agree on a new Borrowing Base and Monthly Reduction AmountBase. In taking Upon the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion final redetermination of production therefrom or any income from any other property from the Borrowing Base, at any timeAdministrative Agent, because title information is not satisfactory or such oil the Lenders approving same and gas reserves are not Mortgaged PropertiesBorrower shall execute a Borrowing Base Adjustment Letter.

General Procedures With Respect to Determination of Borrowing Base. Agent shall propose a redetermined The Borrowing Base and a Monthly Reduction Amount within sixty (60shall be determined as of the dates set forth in Section 2.9(b) days following receipt by Agent and Lenders of a Reserve Report and other applicable informationuntil the Maturity Date. After having received notice of such proposal from Administrative Agent, the Required Lenders (or all Lenders in the event of a proposed increase in of the Borrowing Base or decrease in the Monthly Reduction AmountBase) shall have fifteen (15) 15 days to agree or disagree with such proposal. At If at the end of such fifteen (15) -day period, if the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s proposal shall be the new Borrowing Base and Monthly Reduction AmountBase. If, however, Required the Minority Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) notify Administrative Agent within such fifteen (15) 15 days of their disapproval, Administrative Agent and the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall agree on a new Borrowing Base Base. For the avoidance of doubt, (i) as it relates to a reaffirmation or proposed decrease of the Borrowing Base, silence shall be deemed an approval, and Monthly Reduction Amount(ii) as it relates to proposed increases of the Borrowing Base, silence from a Lender shall be deemed as disapproval. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) 7 days after Administrative Agent has been notified of their disapproval, then Administrative Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) 15 days after the end of such seven (7) -day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) agree on a new Borrowing Base and Monthly Reduction AmountBase. In taking Upon the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion final redetermination of production therefrom or any income from any other property from the Borrowing Base, at any timeAdministrative Agent, because title information is not satisfactory or such oil the Lenders approving same and gas reserves are not Mortgaged PropertiesBorrower shall execute a Borrowing Base Adjustment Letter.

General Procedures With Respect to Determination of Borrowing Base. Administrative Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty (60) days following receipt by Administrative Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, Required Lenders (or all Lenders in the event of a proposed increase in the Borrowing Base or decrease in the Monthly Reduction Amount) shall have fifteen (15) days to agree or disagree with such proposal. At the end of such fifteen (15) day period, if Required all Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s 's proposal shall be the new Borrowing Base and Monthly Reduction Amount. If, however, Required Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) notify Lender notifies Administrative Agent within such fifteen (15) days of their its disapproval, Administrative Agent and Required all Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall agree on a new Borrowing Base and Monthly Reduction Amount. If the Required all Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) days after Administrative Agent has been notified of their disapproval, then Administrative Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) days after the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until the Required all Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and Monthly Reduction Amount. In taking the above actions, Administrative Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Borrowing Base, at any time, because title information is not satisfactory or such oil and gas reserves are not Mortgaged Properties.

General Procedures With Respect to Determination of Borrowing Base. Administrative Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty thirty (6030) days following receipt by Administrative Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, Required the Supermajority Lenders (or all Lenders in the event of a proposed increase in the Borrowing Base or decrease in the Monthly Reduction AmountBase) shall have fifteen (15) days to agree or disagree with such proposal. At If, at the end of such fifteen (15) day period, if Required the Supermajority Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall not have communicated their approval or disapproval, such silence shall MRC Energy Company Credit Agreement 75 be deemed an approval, and Administrative Agent’s proposal shall be the new Borrowing Base and Monthly Reduction AmountBase. If, however, Required the Supermajority Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) notify Administrative Agent within such fifteen (15) days of their disapproval, Agent and Required the Supermajority Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease Base) shall, within a reasonable period of the Monthly Reduction Amount) shall time, agree on a new Borrowing Base and Monthly Reduction AmountBase. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) days after Agent has been notified of their disapproval, then Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) days after the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and Monthly Reduction Amount. In taking the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Borrowing Base, Base at any time, time because title information is not satisfactory reasonably satisfactory. After a redetermined Borrowing Base is approved or deemed approved by all of the Lenders or the Supermajority Lenders, as applicable, Administrative Agent shall promptly provide Borrower with written notice of the redetermined Borrowing Base, and the redetermined Borrowing Base shall become effective on the date of Borrower’s receipt of such oil and gas reserves are not Mortgaged Propertiesnotice. Administrative Agent shall provide prompt written notice to Borrower of each Lender that disapproves a redetermined Borrowing Base proposed by Administrative Agent.

General Procedures With Respect to Determination of Borrowing Base. Agent shall propose a redetermined Any Proposed Borrowing Base and a Monthly Reduction Amount within sixty (60) days following receipt by Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Agent, Required Lenders (or all Lenders in the event of a proposed that would increase in the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.6(c); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Monthly Reduction Amount) Required Lenders. Upon receipt of the notification from the Administrative Agent of the Proposed Borrowing Base, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with such proposalthe Proposed Borrowing Base by proposing an alternate Borrowing Base. At If at the end of such fifteen (15) day perioddays, if Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall any Lender has not have communicated their its approval or disapprovaldisapproval in writing to the Administrative Agent, such silence shall be deemed to be an approvalapproval of the Proposed Borrowing Base. If, and Agent’s proposal at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall be become the new Borrowing Base and Monthly Reduction AmountBase, effective on the date specified in 2.6(b). If, however, Required Lenders (or any Lenderat the end of such 15-day period, in the event of a proposed increase all of the Borrowing Base Lenders or decrease of the Monthly Reduction Amount) notify Agent within such fifteen (15) days of their disapproval, Agent and Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall agree on a new Borrowing Base and Monthly Reduction Amount. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) days after Agent has been notified of their disapprovalhave not approved or deemed to have approved, as aforesaid, then the Administrative Agent shall propose a new redetermined poll the Lenders to ascertain the highest Borrowing Base and then acceptable to a new Monthly Reduction Amount within fifteen (15) days after number of Lenders sufficient to constitute all of the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until Lenders or the Required Lenders (or all Lenders, in as applicable, and such amount shall become the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and Monthly Reduction Amount. In taking the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Borrowing Base, at any time, because title information is not satisfactory or such oil and gas reserves are not Mortgaged Propertieseffective on the date specified in Section 2.6(b).

General Procedures With Respect to Determination of Borrowing Base. The Borrowing Base shall be determined as of May 1 and November 1 of each year, commencing November 1, 2015, until the Maturity Date. Administrative Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty (60) 30 days following receipt by Administrative Agent and the Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, the Required Lenders (or all Lenders in the event of a proposed increase in of the Borrowing Base or decrease in the Monthly Reduction AmountBase) shall have fifteen (15) 15 days to agree or disagree with such proposal. At If at the end of such fifteen (15) -day period, if the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s proposal shall be the new Borrowing Base and Monthly Reduction AmountBase. If, however, Required the Minority Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) notify Administrative Agent within such fifteen (15) 15 days of their disapproval, Administrative Agent and the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall agree on a new Borrowing Base and Monthly Reduction AmountBase. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) 7 days after Administrative Agent has been notified of their disapproval, then Administrative Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) 15 days after the end of such seven (7) -day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) agree on a new Borrowing Base and Monthly Reduction AmountBase. In taking Upon the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion final redetermination of production therefrom or any income from any other property from the Borrowing Base, at any timeAdministrative Agent, because title information is not satisfactory or such oil the Lenders approving same and gas reserves are not Mortgaged PropertiesBorrower shall execute a Borrowing Base Adjustment Letter.

General Procedures With Respect to Determination of Borrowing Base. Administrative Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty (60) days following receipt by Administrative Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, Required Lenders (or all Lenders in the event of a proposed increase in the Borrowing Base or decrease in the Monthly Reduction Amount) shall have fifteen (15) days to agree or disagree with such proposal. At the end of such fifteen (15) day period, if Required all Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s proposal shall be the new Borrowing Base and Monthly Reduction Amount. If, however, Required Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) notify Lender notifies Administrative Agent within such fifteen (15) days of their its disapproval, Administrative Agent and Required all Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall agree on a new Borrowing Base and Monthly Reduction Amount. If the Required all Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) days after Administrative Agent has been notified of their disapproval, then Administrative Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) days after the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until the Required all Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and Monthly Reduction Amount. In taking the above actions, Administrative Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Borrowing Base, at any time, because title information is not satisfactory or such oil and gas reserves are not Mortgaged Properties.

General Procedures With Respect to Determination of Borrowing Base. Agent shall propose a redetermined Borrowing Base (and, if applicable, a redetermined Conforming Borrowing Base) and a Monthly Reduction Amount within sixty (60) days following receipt by Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Agent, Required Lenders (or all Lenders in the event of a proposed increase in the Borrowing Base (and, if applicable, the Conforming Borrowing Base) or decrease in the Monthly Reduction Amount) shall have fifteen (15) days to agree or disagree with such proposal. At the end of such fifteen (15) day period, if Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base (and, if applicable, a proposed increase of the Conforming Borrowing Base) or decrease of the Monthly Reduction Amount) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Agent’s proposal shall be the new Borrowing Base (and, if applicable, the new Conforming Borrowing Base) and Monthly Reduction Amount. If, however, Required Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base (and, if applicable, a proposed increase of the Conforming Borrowing Base) or decrease of the Monthly Reduction Amount) notify Agent within such fifteen (15) days of their disapproval, Agent and Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base (and, if applicable, a proposed increase of the Conforming Borrowing Base) or decrease of the Monthly Reduction Amount) shall agree on a new Borrowing Base (and, if applicable, a new Conforming Borrowing Base) and Monthly Reduction Amount. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base (and, if applicable, a proposed increase of the Conforming Borrowing Base) or decrease of the Monthly Reduction Amount) cannot agree on the amount of the Borrowing Base (and, if applicable, the Conforming Borrowing Base) or Monthly Reduction Amount, as applicable, within seven (7) days after Agent has been notified of their disapproval, then Agent shall propose a new redetermined Borrowing Base (and, if applicable, a new Conforming Borrowing Base) and a new Monthly Reduction Amount within fifteen (15) days after the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base (and, if applicable, a proposed increase of the Conforming Borrowing Base) or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base (and, if applicable, a new Conforming Borrowing Base) and Monthly Reduction Amount. In taking the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Borrowing Base, at any time, because title information is not satisfactory or such oil and gas reserves are not Mortgaged Properties.”

General Procedures With Respect to Determination of Borrowing Base. The Borrowing Base shall be determined as of the dates set forth in Section 2.9(b) until the Maturity Date. Administrative Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty (60) on or about 30 days following receipt by Administrative Agent and the Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, the Required Lenders (or all Lenders in the event of a proposed increase in of the Borrowing Base or decrease in the Monthly Reduction AmountBase) shall have fifteen (15) 15 days to agree or disagree with such proposal. At If at the end of such fifteen (15) -day period, if the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s proposal shall be the new Borrowing Base and Monthly Reduction AmountBase. If, however, Required the Minority Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) notify Administrative Agent within such fifteen (15) 15 days of their disapproval, Administrative Agent and the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) shall agree on a new Borrowing Base Base. For the avoidance of doubt, (i) as it relates to a reaffirmation or proposed decrease of the Borrowing Base, silence shall be deemed an approval, and Monthly Reduction Amount(ii) as it relates to proposed increases of the Borrowing Base, silence from a Lender shall be deemed as disapproval. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) 7 days after Administrative Agent has been notified of their disapproval, then Administrative Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) 15 days after the end of such seven (7) -day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction AmountBase) agree on a new Borrowing Base and Monthly Reduction AmountBase. In taking Upon the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion final redetermination of production therefrom or any income from any other property from the Borrowing Base, at any timeAdministrative Agent, because title information is not satisfactory or such oil the Lenders approving same and gas reserves are not Mortgaged PropertiesBorrower shall execute a Borrowing Base Adjustment Letter.

General Procedures With Respect to Determination of Borrowing Base. Administrative Agent shall propose a redetermined Conforming Borrowing Base and a Monthly Reduction Amount or Borrowing Base, as applicable, within sixty thirty (6030) days following receipt by Administrative Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, Required the Supermajority Lenders (or all Lenders in the event of a proposed increase in the Conforming Borrowing Base or decrease in the Monthly Reduction AmountBorrowing Base, as applicable) shall have fifteen (15) days to agree or disagree with such proposal. At If, at the end of such fifteen (15) day period, if Required the Supermajority Lenders (or all Lenders, in the event of a proposed increase of the Conforming Borrowing Base or decrease of the Monthly Reduction AmountBorrowing Base, as applicable) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s proposal shall be the new Conforming Borrowing Base and Monthly Reduction Amountor the new Borrowing Base, as applicable. If, however, Required the Supermajority Lenders (or any Lender, in the event of a proposed increase of the Conforming Borrowing Base or decrease of the Monthly Reduction AmountBorrowing Base, as applicable) notify Administrative Agent within such fifteen (15) days of their disapproval, Agent and Required the Supermajority Lenders (or all Lenders, in the event of a proposed increase of the Conforming Borrowing Base or decrease the Borrowing Base, as applicable) shall, within a reasonable period of the Monthly Reduction Amount) shall time, agree on a new Borrowing Base and Monthly Reduction Amount. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Conforming Borrowing Base or decrease of the Monthly Reduction Amount) cannot agree on the amount of the a new Borrowing Base or Monthly Reduction AmountBase, as applicable, within seven (7) days after Agent has been notified of their disapproval, then Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) days after the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and Monthly Reduction Amount. In taking the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Conforming Borrowing Base or the Borrowing Base, as applicable, at any time, because title information is not satisfactory satisfactory. After a redetermined Borrowing Base is approved or deemed approved by all of the Lenders or the Supermajority Lenders, as applicable, Administrative Agent shall promptly provide Borrower with written notice of the redetermined Borrowing Base, and the redetermined Borrowing Base shall become effective on the date of Borrower’s receipt of such oil notice. Administrative Agent shall provide prompt written notice to Borrower of each Lender that disapproves a redetermined Conforming Borrowing Base or Borrowing Base, as applicable, proposed by Administrative Agent. Notwithstanding the procedures outlined above in this Section 4.5, Borrower may request an immediate redetermination to increase the Conforming Borrowing Base in January 2012, such redetermination to be made by Lenders within fifteen (15) days after Administrative Agent’s receipt of updated reserves and gas reserves are not Mortgaged Propertiesproduction information from Borrower.

General Procedures With Respect to Determination of Borrowing Base. Administrative Agent shall propose a redetermined Conforming Borrowing Base and a Monthly Reduction Amount or Borrowing Base, as applicable, within sixty thirty (6030) days following receipt by Administrative Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Administrative Agent, Required the Supermajority Lenders (or all Lenders in the event of a proposed increase in the Conforming Borrowing Base or decrease in the Monthly Reduction AmountBorrowing Base, as applicable) shall have fifteen (15) days to agree or disagree with such proposal. At If, at the end of such fifteen (15) day period, if Required the Supermajority Lenders (or all Lenders, in the event of a proposed increase of the Conforming Borrowing Base or decrease of the Monthly Reduction AmountBorrowing Base, as applicable) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Administrative Agent’s proposal shall be the new Conforming Borrowing Base and Monthly Reduction Amountor the new Borrowing Base, as applicable. If, however, Required the Supermajority Lenders (or any Lender, in the event of a proposed increase of the Conforming Borrowing Base or decrease of the Monthly Reduction AmountBorrowing Base, as applicable) notify Administrative Agent within such fifteen (15) days of their disapproval, Agent and Required the Supermajority Lenders (or all Lenders, in the event of a proposed increase of the Conforming Borrowing Base or decrease the Borrowing Base, as applicable) shall, within a reasonable period of the Monthly Reduction Amount) shall time, agree on a new Borrowing Base and Monthly Reduction Amount. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Conforming Borrowing Base or decrease of the Monthly Reduction Amount) cannot agree on the amount of the a new Borrowing Base or Monthly Reduction AmountBase, as applicable, within seven (7) days after Agent has been notified of their disapproval, then Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) days after the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and Monthly Reduction Amount. In taking the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Conforming Borrowing Base or the Borrowing Base, as applicable, at any time, time because title information is not satisfactory reasonably satisfactory. After a redetermined Borrowing Base is approved or deemed approved by all of the Lenders or the Supermajority Lenders, as applicable, Administrative Agent shall promptly provide Borrower with written notice of the redetermined Borrowing Base, and the redetermined Borrowing Base shall become effective on the date of Borrower’s receipt of such oil and gas reserves are not Mortgaged Propertiesnotice. Administrative Agent shall provide prompt written notice to Borrower of each Lender that disapproves a redetermined Conforming Borrowing Base or Borrowing Base, as applicable, proposed by Administrative Agent.

General Procedures With Respect to Determination of Borrowing Base. Agent shall propose a redetermined Borrowing Base and a Monthly Reduction Amount within sixty (60) days following receipt by Agent and Lenders of a Reserve Report and other applicable information. After having received notice of such proposal from Agent, Required Lenders (or all Lenders in the event of a proposed increase in the Borrowing Base or decrease in the Monthly Reduction Amount) shall have fifteen (15) days to agree or disagree with such proposal. At the end of such fifteen (15) day period, if Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall not have communicated their approval or disapproval, such silence shall be deemed an approval, and Agent’s proposal shall be the new Borrowing Base and Monthly Reduction Amount. If, however, Required Lenders (or any Lender, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) notify Agent within such fifteen (15) days of their disapproval, Agent and Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) shall agree on a new Borrowing Base and Monthly Reduction Amount. If the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) ), cannot agree on the amount of the Borrowing Base or Monthly Reduction Amount, as applicable, within seven (7) days after Agent has been notified of their disapproval, then Agent shall propose a new redetermined Borrowing Base and a new Monthly Reduction Amount within fifteen (15) days after the end of such seven (7) day period and the foregoing process shall be repeated. This process shall be repeated until the Required Lenders (or all Lenders, in the event of a proposed increase of the Borrowing Base or decrease of the Monthly Reduction Amount) agree on a new Borrowing Base and Monthly Reduction Amount. In taking the above actions, Agent and Lenders shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. Further, each Lender may consider such other credit factors as it deems appropriate which are consistent with its normal and customary procedures for evaluating oil and gas reserves. Without limiting the foregoing, Lenders may exclude any oil and gas reserves or portion of production therefrom or any income from any other property from the Borrowing Base, at any time, because title information is not satisfactory or such oil and gas reserves are not Mortgaged Properties.