Common use of Subsequent Determinations of Borrowing Base Clause in Contracts

Subsequent Determinations of Borrowing Base. 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 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for 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 Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter 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 in their discretion assign to the various oil and gas properties included in the Collateral 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 Commitment 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 to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Banks at least semi-annually on May 1 and November 1 of "Evaluation Date"each year beginning November 1, within thirty days after such Evaluation Date)1998 or as Unscheduled Redeterminations. In connection with, Borrower and as of, each determination of the Borrowing Base, the Banks shall also redetermine the Monthly Commitment Reduction. The Borrowers shall furnish to the Banks as soon as possible but in any event no later than April 1 of each Lender all year, beginning April 1, 1999, with an engineering report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By October 1 of each year, or within thirty (30) days after either (i) receipt of notice from Agent that the Banks require an Unscheduled Redetermination, or (ii) the Borrowers give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Borrowers shall furnish to the Banks an engineering report in form and substance satisfactory to Agent prepared by Borrowers' in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as the Borrowers no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrowers of the designation by the Banks of the new Borrowing Base available to Borrower hereunderand Monthly Commitment Reduction for the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Banks, the Agent shall notify the Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base and Monthly Commitment Reduction, and such new Borrowing Base and Monthly Commitment Reduction shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does the Borrowers do not furnish all such information, reports and data by the any date specified in this Section 7(b), the first sentence of this section, Agent Banks may nonetheless designate the Borrowing Base and Monthly Commitment Reduction at any amount amounts which Required Lenders the Banks in their discretion determine and may redesignate the Borrowing Base and Monthly Commitment Reduction from time to time thereafter until each Lender receives the Banks receive all such information, reports and data, whereupon Required Lenders the Banks shall designate a new Borrowing Base and Monthly Commitment Reduction as described above. Required Lenders Each Bank shall determine the amount of the Borrowing Base and Monthly Commitment Reduction based upon the loan collateral value which they such Bank in their its discretion assign (using such methodology, assumptions and discounts rates as such Bank customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties and other Collateral of the Collateral Borrowers at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrowers and its Affiliatestheir affiliates) as they such Bank customarily considers in their evaluating similar oil and gas credits, but such Bank in its discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Bank for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Property as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base and the Monthly Commitment Reduction require the approval of Majority Banks; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base may not be increased, nor may the Monthly Commitment Reduction be reduced, without the approval of all Banks. If the Banks cannot otherwise agree on the Borrowing Base or the 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 weighted average of the Borrowing Bases and the weighted average of the Monthly Commitment Reductions proposed by the Banks. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment required to be made pursuant to Section 12(r) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(e) and 2(f) hereof. It is expressly understood that Lenders and Agent the Banks have no obligation to agree upon or designate the Borrowing Base or the Monthly Commitment Reduction at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Revolving Commitment or otherwise. Provided, and however, that Lenders' commitments the Banks shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Dayan amount in excess of the Revolving Commitment or its legal or internal lending limits. Upon the issuance of any public note issue permitted pursuant to Section 13(f)(iv) hereof, the period for such redetermination Banks shall be extended have the right to perform an Unscheduled Redetermination of the next succeeding Business DayBorrowing Base.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Lenders semi-annually on April 1 and October 1 of "Evaluation Date"each year beginning April 1, within thirty days after such Evaluation Date)2004 or as Unscheduled Redeterminations. By March 1 each year, beginning March 1, 2004, Borrower shall furnish to each Lender all the Lenders an engineering report in form and substance reasonably satisfactory to Agent prepared by an independent petroleum engineering firm acceptable to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from time to time, together with such other information, reports and data which concerning the value of the Oil and Gas Properties as Agent has then requested concerning Restricted Persons' businesses shall deem reasonably necessary to determine the value of such Oil and properties Gas Properties. By September 1 of each year beginning September 1, 2004, or within thirty (including their oil 30) days after either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) the Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed, in each case the Borrower shall furnish to the Lenders an engineering report in form and gas properties substance reasonably satisfactory to Agent, said engineering report to utilize economic and interests and pricing parameters used by the reserves and production relating thereto)Agent as established from to time, together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such other information, reports and data (or in concerning the case value of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base Oil and Gas Properties. Agent shall by written notice to the Borrower designate such amount as no later than April 1 and October 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrower of the designation by the Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is to be made by the Lenders, the Agent shall notify the Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is reasonably determined by the first sentence Agent to be of this sectionno fault of the Borrower, Agent may the Lenders nonetheless designate the Borrowing Base at any amount amounts which Required the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the Lenders shall designate a new Borrowing Base as described above. The procedure for determining the Borrowing Base at each redetermination shall be that the Agent shall determine the Borrowing Base and submit the same to the Lenders. Increases in the Borrowing Base will require approval of all Lenders, but other reaffirmation or changes in the Borrowing Base will be subject to the approval of Required Lenders. If any redetermined Borrowing Base is not approved by Required Lenders within twenty (20) days after submission to the Lenders by the Agent, the Agent shall notify each of the Lenders that the proposed Borrowing Base has not been approved and each Lender will submit within ten (10) days thereafter its proposed Borrowing Base. The redetermined Borrowing Base shall be then determined (in all cases except those involving an increase of the Borrowing Base which requires approval of all Lenders) based upon the weighted arithmetic average of the proposed amounts submitted by each Lender, said proposals to be weighted according to each Lender's Commitment. Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Lender in their its sole discretion assign (using such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrower and its Affiliatesaffiliates) as they such Lender customarily considers in their discretion deem significantevaluating similar oil and gas credits. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment, if any, required to be made pursuant to Section 12(r) hereof. It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment Commitments or otherwise. Provided, and however, that Lenders' commitments the Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayCommitment.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Banks at least semi-annually on January 1 and July 1 of "Evaluation Date"each year beginning July 1, within thirty days after such Evaluation Date), Borrower 2000 or as Unscheduled Redeterminations. The Borrowers shall furnish to the Banks as soon as possible but in any event no later than April 1 of each Lender all year, beginning April 1, 2001, with an engineering report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering firm acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By October 1 of each year, or within thirty (30) days after either (i) receipt of notice from Agent that the Banks require an Unscheduled Redetermination, or (ii) the Borrowers give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Borrowers shall furnish to the Banks an engineering report in form and substance satisfactory to Agent prepared by Borrowers' in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as the Borrowers no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrowers of the designation by the Banks of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Banks, the Agent shall notify the Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does the Borrowers do not furnish all such information, reports and data by the any date specified in this Section 7(b), the first sentence of this section, Agent Banks may nonetheless designate the Borrowing Base at any amount which Required Lenders the Banks in their discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Banks receive all such information, reports and data, whereupon Required Lenders the Banks shall designate a new Borrowing Base as described above. Required Lenders Each Bank shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Bank in their its discretion assign (using such methodology, assumptions and discounts rates as such Bank customarily uses in assigning loan value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties and other Collateral of the Collateral Borrowers at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrowers and its Affiliatestheir affiliates) as they such Bank customarily considers in their evaluating similar oil and gas credits, but such Bank in its discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Bank for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Property as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base require the approval of Majority Banks; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base may not be increased, without the approval of all Banks. If the Banks cannot otherwise agree on the Borrowing Base, each Bank shall submit in writing to the Agent its proposed Borrowing Base and the Borrowing Base shall be set on the basis of the weighted average of the Borrowing Bases proposed by the Banks. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment required to be made pursuant to Section 12(r) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(e) and 2(f) hereof. It is expressly understood that Lenders and Agent the Banks have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Revolving Commitment or otherwise. Provided, and however, that Lenders' commitments the Banks shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Dayan amount in excess of the Revolving Commitment or its legal or internal lending limits. Upon the issuance of any public note issue permitted pursuant to Section 13(f)(iv) hereof, the period for such redetermination Banks shall be extended have the right to perform an Unscheduled Redetermination of the next succeeding Business DayBorrowing Base.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base and the Monthly Commitment Reduction shall be made by the Lenders semi-annually on April 30 and October 31 of "Evaluation Date"each year beginning October 31, 2002 or as Unscheduled Redeterminations. By April 1 and October 1 of each year beginning October 1, 2002, or within thirty (30) days after such Evaluation Date)either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) the Borrower gives notice to Agent of their desire to have an Unscheduled Redetermination performed, in each case the Borrower shall furnish to each Lender all the Lenders an engineering report in form and substance reasonably satisfactory to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from to time, together with such other information, reports and data which Agent has then requested concerning Restricted Persons' businesses the value of Borrower’s and properties (including their Guarantors’ oil and gas properties. Lenders shall have the right to request at any time, and from time, to time an engineering report covering all of Borrower’s and Guarantors’ oil and gas properties and interests said report to be prepared by an independent petroleum engineering firm acceptable to Agent, said report to be in form and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant substance satisfactory to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation DateAgent. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by written notice to the Borrower designate such amount as no later than April 30 and October 31 of each year, or within a reasonable time thereafter (herein called the “Determination Date”), notify the Borrower of the designation by the Lenders of the new Borrowing Base available to Borrower hereunderand the Monthly Commitment Reduction for the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is to be made by the Lenders, the Agent shall notify the Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base and the Monthly Commitment Reduction, and such new Borrowing Base and the Monthly Commitment Reduction shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is as reasonably determined by Agent of no fault of the first sentence of this sectionBorrower, Agent the Lenders may nonetheless designate the Borrowing Base and the Monthly Commitment Reduction at any amount amounts which Required the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base and the Monthly Commitment Reduction from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the Lenders shall designate a new Borrowing Base and the Monthly Commitment Reduction as described above. Required If Lenders cannot otherwise agree on the Borrowing Base and the Monthly Commitment Reduction, the Borrowing Base and the Monthly Commitment Reduction shall be determined based upon the weighted arithmetic average of the proposed amounts submitted by each Lender, said proposals to be weighted according to each Lender’s Commitment. Each Lender shall determine the amount of the Borrowing Base and the Monthly Commitment Reduction based upon the loan collateral value which they such Lender in their its sole discretion assign (using such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrower and its Affiliatesaffiliates) as they such Lender customarily considers in their discretion deem significantevaluating similar oil and gas credits. The initial Borrowing Base and Monthly Commitment shall require the approval of all Lenders. Thereafter, increases in the Borrowing Base and decreases in the Monthly Commitment Reduction will require the approval of all Lenders, but other changes in the Borrowing Base and the Monthly Commitment Reduction will require only the approval of Lenders. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base and the Monthly Commitment Reduction then in effect shall automatically be reduced by a sum equal to the amount of prepayment, if any, required to be made pursuant to Section 12(q) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(f) hereof. It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base and the Monthly Commitment Reduction at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment Commitments or otherwise. Provided, and however, that Lenders' commitments the Lenders shall not have the obligation to advance funds hereunder is determined by reference to the designate a Borrowing Base from time to time and the Monthly Commitment Reduction in effect, which Borrowing Base shall be used to an amount in excess of the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business DayCommitment.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) By February 1, 2012, and by each March 31 and September 30 of the definition of "Evaluation Date"each year thereafter beginning September 30, within thirty days after such Evaluation Date)2012, Borrower Borrowers shall furnish to each Lender all information, reports and data which that Administrative Agent has then reasonably requested concerning Restricted Persons' ’ businesses and properties (including 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 Report described in Section 6.2 which is 6.2(c) or (d), as applicable. In each case, approximately forty-five days after receiving the Requested Information, or as promptly thereafter as practicable, Administrative Agent shall determine the amount of a proposed Borrowing Base; and Administrative Agent shall then duedeliver to each Lender such proposed Borrowing Base. Within 15 days after the Lenders’ receipt of such proposed Borrowing Base, if any; provided that or as promptly thereafter as practicable, Majority Lenders (or all Lenders in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such information, reports and data (or increase in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (dBase) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon on an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as the new Base, which Borrowing Base available need not be equal 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 proposed Borrowing Base is redeterminedBase. 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 Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. Required Majority Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which that they in their discretion assign to the Present Value of the various oil and gas properties included in the Collateral 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 Borrowers and its their Affiliates) as they in their discretion deem significant. It is expressly understood that If Majority Lenders and Agent (or all Lenders in the case of an increase in the Borrowing Base) have no obligation to agree upon or designate not approved the Borrowing Base at any particular amountwithin the fifteen day period after their receipt of such proposed Borrowing Base, whether 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 relation 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 Commitment or otherwisenew 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 that Lenders' commitments to advance funds hereunder is determined by reference to shall remain in effect until but not including the next date as of which the Borrowing Base from time to time in effectis 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, which Borrowing Base shall be used to the extent permitted by Law and regulatory authoritiesWHETHER IN RELATION TO THE MAXIMUM CREDIT AMOUNT OR OTHERWISE, for the purposes of capital adequacy determination and reimbursements under Section 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. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) The Borrowing Base shall be redetermined semiannually on or about May 1st and November 1st of the definition of "Evaluation Date"each year (commencing May 1, within thirty days after such Evaluation Date), 2014) as provided in this Section. The Borrower shall furnish to the Administrative Agent and each Lender all information, reports and data which that the Administrative Agent has then reasonably requested concerning Restricted Persons' the Borrower’s and the Guarantors’ businesses and properties (including their oil Borrower’s and gas properties the Guarantors’ Oil and Gas Properties and interests and the reserves and production relating thereto), together with (and by the date required for) any Engineering Report described in Section 6.2 which 6.2(g), if an Engineering Report is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty (30) days after receiving such information, reports and data (data, or in as promptly thereafter as practicable, the case Administrative Agent shall recommend a redetermined Borrowing Base to the Lenders. Such recommended Borrowing Base shall become effective upon the receipt by the Administrative Agent of the approval of the Required Borrowing Base Lenders. The failure of a Lender to respond or object to the recommended Borrowing Base within fifteen (15) days after notice thereof is given to such Lender by the Administrative Agent shall be deemed an acceptance and approval of such recommended Borrowing Base by such Lender. If such recommended Borrowing Base is not approved by Required Borrowing Base Lenders within fifteen (15) days after the Administrative Agent submits the recommended Borrowing Base to the Lenders, then each Lender shall submit in writing to the Administrative Agent, on or within fifteen (15) days after the Administrative Agent notifies the Lenders that the Lenders have not approved any such recommended Borrowing Base, such Lender’s determination of the redetermined Borrowing Base with respect to an Evaluation Date described in clause (d) of such case, the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the redetermined Borrowing Base and shall be the highest amount approved by the Required Borrowing Base Lenders. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL OF THE LENDERS, SUCH APPROVAL TO BE IN EACH LENDER’S SOLE DISCRETION, THE REDETERMINED BORROWING BASE SHALL NOT BE INCREASED ABOVE THE AMOUNT OF THE BORROWING BASE IN EFFECT IMMEDIATELY PRIOR TO SUCH REDETERMINATION. The Administrative Agent shall by notice to the Borrower and the Lenders designate such the amount as of the new Borrowing Base (determined by the Required Borrowing Base Lenders or all of the Lenders, as applicable, in accordance with the foregoing procedures) available to the 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 redeterminedredetermined or reduced in accordance with the terms of this Agreement. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this sectionSection, the Administrative Agent may nonetheless designate the Borrowing Base at any amount which Required the Lenders determine determine, and may redesignate the Borrowing Base from time to time thereafter at any amount that the Required Borrowing Base Lenders or all Lenders (in the case of an increase) redetermine, until each Lender receives all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. Required The 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 Oil and gas properties included in Gas Properties of the Collateral Borrower or the Guarantors 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 any of the Borrower and its Affiliatesor the Guarantors or any Subsidiary of any of the Borrower or the Guarantors) 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 the Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment Maximum Loan Amount or otherwise, and that the Lenders' ’ commitments to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect. Additional redeterminations at the request of the Lenders, which Borrowing Base the Administrative Agent or the Borrower shall be used subject to a $5,000 engineering fee payable by Borrower to the extent permitted by Law and regulatory authorities, Administrative Agent for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Dayits own account.

Subsequent Determinations of Borrowing Base. By Subsequent determinations of the Borrowing Base shall be made by Banks at least semi-annually and the Banks may make a redetermination at any time and shall make a redetermination if and when requested by Borrower. In connection with each Evaluation Date (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 in before each November 20 and May 20, commencing November 20, 2002, the case same to be effective as of an Evaluation Date 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 clause (a) of the definition of "Evaluation Date", within thirty days after such Evaluation DateSection 12(a)(iii), Borrower shall furnish to each Lender all information(iv), reports (v) 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 theretovi), together with such other data as Banks may deem appropriate under the Engineering Report described in Section 6.2 which is then duecircumstance, if any; 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 the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Dateconnection therewith. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount The procedure for determining the Borrowing Base and the Monthly Commitment Reduction at each redetermination shall be that the 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 determine the Borrowing Base is redeterminedand Monthly Commitment Reduction and submit the same to the Banks. If Borrower does not furnish all such information, reports and data by the date specified Increases in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Required Lenders determine and may redesignate shall require the approval of all Banks, but all other changes in the Borrowing Base from 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 to time thereafter until each Lender receives all such informationany of the Collateral is sold, reports and data, whereupon Required Lenders shall designate a new the Borrowing Base as described above. Required Lenders then in effect shall determine automatically be reduced by a sum equal to the amount of the prepayment required to be made pursuant to Section 13(e) hereof. If a non-scheduled Borrowing Base based upon the loan collateral value which they in their discretion assign to the various oil and gas properties included in the Collateral at the time in question and based upon redetermination is made, 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 Commitment 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 non-scheduled redetermined Borrowing Base shall be used become effective immediately upon Agent giving notice thereof to the extent permitted by Law and regulatory authoritiesBorrower. Provided, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders however, that no Bank shall ever have an obligation to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for an amount such redetermination shall be extended to the next succeeding Business Daythat such Bank’s Commitment Percentage thereof is in excess of its legal or internal lending limits.

Subsequent Determinations of Borrowing Base. By April 1 and October 1 of each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) of the definition of "Evaluation Date"year, within thirty days after such Evaluation Date), Borrower Parent shall furnish to each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Restricted the Related Persons' businesses and properties (including their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (aC.1(e) or C.1(f) of Annex C to the definition thereofIntercreditor Agreement, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Dateas applicable. Within thirty days after receiving such information, reports and data (data, or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date"as promptly thereafter as practicable, within thirty days after such Evaluation Date), Required Majority Lenders shall agree upon an amount for the Borrowing Base and Administrative Agent shall by notice to Borrower Borrower, Collateral Agent and the other Lenders designate such amount as the new Borrowing Base available to Borrower hereunder, which designation shall take effect immediately for the period beginning on and including the date such 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 Parent does not furnish all such information, reports and data by the date specified in the first sentence of this section, section Administrative Agent may nonetheless designate the Borrowing Base at any amount which Required Majority Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and data, whereupon Required Majority Lenders shall designate a new Borrowing Base as described above. Required Majority Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the various oil Oil and gas properties included in Gas Properties of the Collateral Related Persons at the time in question and based upon such other credit factors (including including, without limitation limitation, the Collateral and 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 Related Persons and its Affiliatesapplicable country risks and political risks) as they in their discretion 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 Commitment 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 to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Lenders at least semi-annually on December 1 and June 1 of "Evaluation Date"each year, within thirty days after such Evaluation Date)beginning December 1, 2021 or as Unscheduled Redeterminations. The Borrower shall furnish to the Agent as soon as possible but in any event no later than November 1 of each year, beginning November 1, 2021 with an effective date of the prior October 1, with an engineering report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering firm acceptable to Agent or by an in-house engineering report covering the Oil and Gas Properties based upon PV/9 utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Lender all shall deem necessary to determine the value of the Oil and Gas Properties. By May 1 of each year, beginning May 1, 2022, with an effective date of the prior April 1, or within thirty (30) days after either (i) receipt of notice from Agent that a Lender requires an Unscheduled Redetermination, or (ii) Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed, the Borrower shall furnish to the Agent and the Lenders an engineering report in form and substance satisfactory to Agent prepared by Borrower’s in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Lenders as established from time to time, together with such other information, reports and data which concerning the value of the Oil and Gas Properties as the Lenders shall deem reasonably necessary to determine the value of such Oil and Gas Properties. Upon receipt of such report, the Administrative Agent has then requested concerning Restricted Persons' businesses shall evaluate the information contained therein and properties shall, in good faith, propose a new Borrowing Base (including their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" “Proposed Borrowing Base”) as determined pursuant to clause paragraph “(a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Datec)” below. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to the Borrower designate such amount as no later than June 1 and December 1 of each year, or within a reasonable time thereafter (herein called the “Determination Date”), notify the Borrower of the designation by the Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Lenders, the Agent shall notify the Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 2.6(b), the first sentence of this section, Agent Lenders may nonetheless designate the Borrowing Base at any amount which Required the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the 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 Lenders in their discretion assign (using such methodology, assumptions and discounts rates as Lenders customarily use in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties and other Collateral of the Collateral Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrower and its Affiliatesaffiliates) as they Lenders customarily consider in evaluating similar oil and gas credits, but Lenders in their discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by Lenders for such Determination Date which additional value is derived directly from a Hedging Contract covering such Oil and Gas Property as of the date of such determination. It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamount or to ever increase the Borrowing Base, except in the exercise of its discretion, whether in relation to the Revolving Commitment or otherwise. Provided, and that Lenders' commitments further, the Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayRevolving Commitment or its legal or internal lending limits.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Banks at least semi- annually on March 1 and September 1 of "Evaluation Date"each year beginning March 1, within thirty days after such Evaluation Date)1999 or as Unscheduled Redeterminations. In connection with, Borrower and as of, each determination of the Borrowing Base, the Banks shall also redetermine the Monthly Commitment Reduction. The Borrowers shall furnish to the Banks as soon as possible but in any event no later than February 1 of each Lender all year, beginning February 1, 1999, with an engineering report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By August 1 of each year, or within thirty (30) days after either (I) receipt of notice from Agent that the Banks require an Unscheduled Redetermination, or (ii) the Borrowers give notice to Agent of their desire to have an Unscheduled Redetermi- nation performed, the Borrowers shall furnish to the Banks an engineering report in form and substance satisfactory to Agent prepared by Borrowers' in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as the Borrowers no later than March 1 and September 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrowers of the designation by the Banks of the new Borrowing Base available to Borrower hereunderand Monthly Commitment Reduction for the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Banks, the Agent shall notify the Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base and Monthly Commitment Reduction, and such new Borrowing Base and Monthly Commitment Reduction shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does the Borrowers do not furnish all such informationinforma- tion, reports and data by the any date specified in this Section 7(b), the first sentence of this section, Agent Banks may nonetheless designate the Borrowing Base and Monthly Commitment Reduction at any amount amounts which Required Lenders the Banks in their discretion determine and may redesignate the Borrowing Base and Monthly Commitment Reduction from time to time thereafter until each Lender receives the Banks receive all such information, reports and data, whereupon Required Lenders the Banks shall designate a new Borrowing Base and Monthly Commitment Reduction as described above. Required Lenders Each Bank shall determine the amount of the Borrowing Base and Monthly Commitment Reduction based upon the loan collateral value which they such Bank in their its discretion assign (using such methodology, assumptions and discounts rates as such Bank customarily uses in assigning col- lateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties and other Collateral of the Collateral Borrowers at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrowers and its Affiliatestheir affiliates) as they such Bank customarily considers in their discretion deem significantevaluating similar oil and gas credits, but such Bank in its dis- cretion shall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Bank for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Pro- perty as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base and the Monthly Commitment Reduction require the approval of Majority Banks; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base may not be increased, nor may the Monthly Commitment Reduction be reduced, without the approval of all Banks. If the Banks cannot otherwise agree on the Borrowing Base or the Monthly Commitment Reduction, each Bank shall submit in writing to the Agent its proposed Borrowing Base nd Monthly Commitment Reduction and the Borrowing Base and Monthly Commitment Reduction shall be set on the basis of the weighted average of the Borrowing Bases and the weighted average of the Monthly Commitment Reductions proposed by the Banks. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment required to be made pursuant to Section 12(r) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(e) and 2(f) hereof. It is expressly understood that Lenders and Agent the Banks have no obligation obli- gation to agree upon or designate the Borrowing Base or the Monthly Commitment Reduction at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Revolving Commitment or otherwise. Provided, and however, that Lenders' commitments the Banks shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Dayan amount in excess of the Revolving Commitment or its legal or internal lending limits. Upon the issuance of any public note issue permitted pursuant to Section 13(f)(iv) hereof, the period for such redetermination Banks shall be extended have the right to perform an Unscheduled Redetermination of the next succeeding Business DayBorrowing Base.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Banks at least semi-annually based on engineering reports effectively dated January 1 and July 1 of "Evaluation Date"each year beginning January 1, within thirty days after such Evaluation Date), Borrower 2002 or as otherwise required to accommodate Unscheduled Redeterminations. The Borrowers shall furnish to the Banks as soon as possible but in any event no later than April 1 of each Lender all year, beginning April 1, 2002, with an engineering report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering firm acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By October 1 of each year, or within thirty (30) days after either (i) receipt of notice from Agent that the Banks require an Unscheduled Redetermination, or (ii) the Borrowers give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Borrowers shall furnish to the Banks an engineering report in form and substance satisfactory to Agent prepared by Borrowers' in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as the Borrowers no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrowers of the designation by the Banks of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Banks, the Agent shall notify the Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does the Borrowers do not furnish all such information, reports and data by the any date specified in this Section 7.2, the first sentence of this section, Agent Banks may nonetheless designate the Borrowing Base at any amount which Required Lenders the Banks in their discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Banks receive all such information, reports and data, whereupon Required Lenders the Banks shall designate a new Borrowing Base as described above. Required Lenders Each Bank shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Bank in their its discretion assign (using such methodology, assumptions and discounts rates as such Bank customarily uses in assigning loan value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties and other Collateral of the Collateral Borrowers at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrowers and its Affiliatestheir affiliates) as they such Bank customarily considers in their evaluating similar oil and gas credits, but such Bank in its discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Bank for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Property as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base require the approval of Majority Banks; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base may not be increased, without the approval of all Banks. If the Banks cannot otherwise agree on the Borrowing Base, each Bank shall submit in writing to the Agent its proposed Borrowing Base and the Borrowing Base shall be set on the basis of the weighted average of the Borrowing Bases proposed by the Banks. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect may be reduced as a result of an Unscheduled Redetermination . It is expressly understood that Lenders and Agent the Banks have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, whether except in relation the exercise of their discretion. Provided, however, that the Banks shall not have the obligation to designate a Borrowing Base in an amount in excess of the Commitment or otherwise, and that Lenders' commitments its legal or internal lending limits. The Banks shall have the right to advance funds hereunder is determined by reference to perform an Unscheduled Redetermination of the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business DayBase.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) The Borrowing Base shall be redetermined semiannually on or about May 1st and November 1st of the definition of "Evaluation Date"each year (commencing May 1, within thirty days after such Evaluation Date), 2011) as provided in this Section. The Borrower shall furnish to the Administrative Agent and each Lender all information, reports and data which that the Administrative Agent has then reasonably requested concerning Restricted Persons' the Borrower’s and the Guarantors’ businesses and properties (including their oil Borrower’s and gas properties the Guarantors’ Oil and Gas Properties and interests and the reserves and production relating thereto), together with (and by the date required for) any Engineering Report described in Section 6.2 which 6.2(g), if an Engineering Report is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty (30) days after receiving such information, reports and data (data, or in as promptly thereafter as practicable, the case Administrative Agent shall recommend a redetermined Borrowing Base to the Lenders. Such recommended Borrowing Base shall become effective upon the receipt by the Administrative Agent of the approval of the Required Borrowing Base Lenders. The failure of a Lender to respond or object to the recommended Borrowing Base within fifteen (15) days after notice thereof is given to such Lender by the Administrative Agent shall be deemed an acceptance and approval of such recommended Borrowing Base by such Lender. If such recommended Borrowing Base is not approved by Required Borrowing Base Lenders within fifteen (15) days after the Administrative Agent submits the recommended Borrowing Base to the Lenders, then each Lender shall submit in writing to the Administrative Agent, on or within fifteen (15) days after the Administrative Agent notifies the Lenders that the Lenders have not approved any such recommended Borrowing Base, such Lender’s determination of the redetermined Borrowing Base; in such case, the redetermined Borrowing Base with respect to an Evaluation Date described in clause (d) of shall be the definition of "Evaluation Date", within thirty days after such Evaluation Date), highest amount approved by the Required Lenders shall agree upon an amount for the Borrowing Base and Lenders. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL OF THE LENDERS, SUCH APPROVAL TO BE IN EACH LENDER’S SOLE DISCRETION, THE REDETERMINED BORROWING BASE SHALL NOT BE INCREASED ABOVE THE AMOUNT OF THE BORROWING BASE IN EFFECT IMMEDIATELY PRIOR TO SUCH REDETERMINATION. The Administrative Agent shall by notice to the Borrower and the Lenders designate such the amount as of the new Borrowing Base (determined by the Required Borrowing Base Lenders or all of the Lenders, as applicable, in accordance with the foregoing procedures) available to the 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 the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount which Required the 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 The 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 Oil and gas properties included in Gas Properties of the Collateral Borrower or the Guarantors 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 any of the Borrower and its Affiliatesor the Guarantors or any Subsidiary of any of the Borrower or the Guarantors) 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 the Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment Maximum Loan Amount or otherwise, and that the 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 2.10(a). Additional redeterminations at the request of the Lenders, the Administrative Agent or the Borrower shall be subject to a $5,000 engineering fee payable by Borrower to the extent permitted by Law and regulatory authorities, Administrative Agent for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Dayits own account.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Administrative Agent and Lenders shall make each Scheduled Determination on or about the applicable Scheduled Determination Date as set forth below. By March 1 and September 1 of the definition of "Evaluation Date"each year beginning March 1, within thirty days after such Evaluation Date)2014, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then requested concerning Restricted Persons' ’ businesses and properties (including their oil Oil and gas properties Gas Properties and interests and the reserves and production relating thereto), together with with, as applicable, the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case as of any "Evaluation Date" pursuant to clause (a) January 1 of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type such year described in Section 6.2(e) by or as of July 1 of such Evaluation Dateyear described in Section 6.2(f). Within thirty days after receiving such informationBy April 1 and October 1 of each year, reports and data (or in Administrative Agent shall determine the case amount of a determination of proposed Borrowing Base and change in the Borrowing Base with respect Reduction Amount, if any; and Administrative Agent shall then deliver to an Evaluation Date described each Lender such proposed Borrowing Base and change in clause (d) of the definition of "Evaluation Date"Borrowing Base Reduction Amount, within thirty if any. Within fifteen days after the Lenders’ receipt of such Evaluation Date)proposed Borrowing Base and Borrowing Base Reduction Amount, or as promptly thereafter as practicable, Required Lenders shall agree upon on an amount for 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 change in effect until but not including the next date as of which the Borrowing Base is redetermined. If Borrower does not furnish Reduction Amount, if any (provided that all such information, reports and data by the date specified Lenders must agree on any increase in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at and any amount which Required Lenders determine and may redesignate decrease in the Borrowing Base from time to time thereafter until each Lender receives all such informationReduction Amount), reports and data, whereupon Required Lenders shall designate a new which Borrowing Base as described aboveand change in the Borrowing Base Reduction Amount need not be equal to such proposed Borrowing Base or Borrowing Base Reduction Amount. Required Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the discounted net present value of the various oil Oil and gas properties Gas Properties of Restricted Persons included in the Collateral 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 AffiliatesRestricted Persons) as they in their discretion deem significant. If Required Lenders (or all Lenders in the case of an increase in the Borrowing Base or decrease in the Borrowing Base Reduction Amount) have not approved the Borrowing Base within the fifteen day period after their receipt of such proposed Borrowing Base and Borrowing Base Reduction Amount, Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base and lowest Borrowing Base Reduction Amount then acceptable to a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base or decrease in the Borrowing Base Reduction Amount) and such amounts shall then become the Borrowing Base and the Borrowing Base Reduction Amount . Administrative Agent shall by notice to Borrower designate such amounts as the new Borrowing Base available to Borrower hereunder and the new Borrowing Base Reduction Amount, 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 and the Borrowing Base Reduction Amount are 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 Commitment MAXIMUM CREDIT 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. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) By March 1 and September 1 of the definition of "Evaluation Date"each year beginning March 1, within thirty days after such Evaluation Date)2010, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then requested concerning Restricted Persons' ’ businesses and properties (including their oil Oil and gas properties Gas Properties and interests and the reserves and production relating thereto), together with with, as applicable, the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case as of any "Evaluation Date" pursuant to clause (a) January 1 of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type such year described in Section 6.2(e) by or as of July 1 of such Evaluation Dateyear described in Section 6.2(f). By June 15 and December 15 of each year, Administrative Agent shall determine the amount of a proposed Borrowing Base; and Administrative Agent shall then deliver to each Lender such proposed Borrowing Base. Within thirty fifteen days after receiving the Lenders’ receipt of such informationproposed Borrowing Base, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date)as promptly thereafter as practicable, Required Lenders shall agree upon on an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as (provided that all Lenders must agree on any increase in the new Borrowing Base available to Borrower hereunderBase), which designation shall take effect immediately on the date need not be equal to 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 proposed 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 Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described aboveBase. Required Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the discounted net present value of the various oil Oil and gas properties Gas Properties of Restricted Persons included in the Collateral 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 AffiliatesRestricted Persons) as they in their discretion deem significant. If Required 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 Required 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 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. 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 Commitment MAXIMUM CREDIT 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. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case March 31 and September 30, of an Evaluation Date pursuant to clause (a) of the definition of "Evaluation Date"each year, within thirty days after such Evaluation Date)beginning March 31, 2012, Borrower shall furnish to each Lender Administrative Agent all information, reports and data which Administrative Agent has then requested reasonably requests concerning Restricted Persons' ’ businesses and properties (including their oil Oil and gas properties Gas Properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 6.2(d) or (e), as applicable. In addition, Borrower and Required Lenders may each request one additional Borrowing Base redetermination during the period between each scheduled Borrowing Base determination. Additionally, Administrative Agent and Required Lenders may request an additional Borrowing Base redetermination (i) in connection with any disposition to a third party of Oil and Gas Properties of Borrower the Borrowing Base value of which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause exceeds five percent (a5%) of the definition thereofthen current Borrowing Base, and (ii) in connection with any Liquidation of a Hedging Contract which would have the effect of reducing the Borrowing Base by an amount in excess of five percent (5%) of the then current Borrowing Base. In connection with any redetermination of the Borrowing Base, Borrower shall deliver will furnish to each Lender all information, reports and data which Administrative Agent an Engineering Report of reasonably requests concerning Restricted Persons’ businesses and properties (including their Oil and Gas Properties and interests and the type described in Section 6.2(ereserves and production relating thereto). No later than thirty (30) by such Evaluation Date. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date"data, within thirty days after such Evaluation Date), Administrative Agent and Required Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base). If Required Lenders (or all Lenders in the case of an increase in the Borrowing Base) have not agreed within the thirty day period after receiving such information, reports and data on a Borrowing Base, the Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base then acceptable to the Required 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 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 and may redesignate the Borrowing Base from time to time thereafter until each Lender Administrative Agent receives all such information, reports and data, whereupon Administrative Agent and Required Lenders shall designate a new Borrowing Base as Mid-Con Energy Properties, LLC Credit Agreement described aboveabove (provided that all Lenders must agree to any increase in the Borrowing Base). Administrative Agent and Required Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the various oil Oil and gas properties included in Gas Properties of the Collateral 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 Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment or otherwise, amount and that Lenders' ’ commitments to advance funds hereunder under the Loans 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(c) and, to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case June 15 and November 15, of an Evaluation Date pursuant to clause (a) of the definition of "Evaluation Date"each year, within thirty days after such Evaluation Date)beginning November 15, 2000, Borrower shall furnish to each Lender all information, reports and data which Agent has then reasonably requested concerning Restricted Persons' businesses and properties (including 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. 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, together with subject to the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) agreement of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation DateLenders as provided herein below. Within thirty Approximately forty-five days after receiving such information, reports and data (data, or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date"as promptly thereafter as practicable, within thirty days after such Evaluation Date), Required 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 Required Majority Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and data, whereupon Required Majority Lenders shall designate a new Borrowing Base as described above. Required Majority Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their sole discretion assign to the various oil and gas properties included in of the Collateral 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 they, in their discretion 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 Commitment 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. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by Lenders semi-annually on or before March 1 and September 1 of "Evaluation each year beginning September 1, 2007 (each “Redetermination Date", within thirty days after ”) or as Unscheduled Redeterminations. No later than August 1 of each year (for the September 1 Redetermination Date of such Evaluation Date), year) Borrower shall furnish to each Lender all Lenders an engineering report in form and substance reasonably satisfactory to Agent prepared by DxXxxxxx and MxxXxxxxxxx or such other independent petroleum engineering firm acceptable to Agent, said engineering report to utilize economic and pricing parameters used by Agent as established from time to time, together with such other information, reports and data which concerning the value of Borrowing Base Properties as Agent has then requested concerning Restricted Persons' businesses and properties (including their oil and gas properties and interests shall deem reasonably necessary to determine the value of such Borrowing Base Properties. The engineering report prepared for the September 1 Redetermination Date shall be prepared as of the preceding July 1 of such year and the reserves engineering report prepared for the March 1 Redetermination Date shall be prepared as of January 1 of such year. In addition to the scheduled semi-annual Borrowing Base Redeterminations, Borrower and production relating thereto)Lenders may each request one Unscheduled Redetermination between Redetermination Dates. By February 1 of each year (for the March 1 Redetermination Date for such year) beginning February 1, 2008, or within thirty (30) days after either (i) receipt of notice from Agent that Lenders require an Unscheduled Redetermination, or (ii) Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed, in each case Borrower shall furnish to Lenders an engineering report prepared by a petroleum engineer employed by Borrower and updating the most recent engineering report delivered to Lenders hereunder, in form and substance reasonably satisfactory to Agent, said engineering report to utilize economic and pricing parameters used by Agent as established from to time, together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such other information, reports and data (or in concerning the case value of a determination of the such Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Properties. Agent shall by written notice to Borrower designate within a reasonable time after each Redetermination Date (the date of such amount as notice being herein called the “Determination Date”) notify Borrower of the designation by Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is to be made by Lenders, Agent shall notify Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does not furnish all such information, reports and data by the any date specified in the first sentence this Section 7(b), unless such failure is of this sectionno fault of Borrower, Agent may Lenders nonetheless shall designate the Borrowing Base at any amount amounts which Required Lenders in their discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives Lenders receive all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. The procedure for determining the Borrowing Base at each redetermination shall be that Agent shall determine the Borrowing Base and submit the same to Lenders. Increases in the Borrowing Base will require approval of all Lenders, but other reaffirmations or changes in the Borrowing Base will be subject to the approval of Required Lenders. The failure of any Lender to respond within fifteen (15) days after receipt of the proposed Borrowing Base shall be deemed to be an approval of the proposed Borrowing Base. If Required Lenders (or all Lenders in the case of an increase in the Borrowing Base) do not approve of Agent’s proposed Borrowing Base, Agent shall poll Lenders to determine the highest Borrowing Base that is acceptable to such Lenders that constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base), and such amount shall then become the new Borrowing Base. Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Lender in their its sole discretion assign (using such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to the various Borrowing Base Properties, oil and gas properties included in the Collateral gathering systems, gas processing and plant operations) assigns to such Borrowing Base Properties of Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 Affiliatesthe effect of Rate Management Transactions in effect at such time) as they such Lender customarily considers in their discretion deem significantevaluating similar oil and gas credits. If at any time any of the Borrowing Base Properties are sold, the Borrowing Base then in effect shall automatically be reduced as required by Section 12(r) hereof. It is expressly understood that Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment Commitments or otherwise. Provided, and however, that Lenders' commitments Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayCommitment.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case March 31 and September 30, of an Evaluation Date pursuant to clause (a) of the definition of "Evaluation Date"each year, within thirty days after such Evaluation Date)beginning March 31, 2012, Borrower shall furnish to each Lender Administrative Agent all information, reports and data which Administrative Agent has then requested reasonably requests concerning Restricted Persons' ’ businesses and properties (including their oil Oil and gas properties Gas Properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 6.2(d) or (e), as applicable. In addition, Borrower and Required Lenders may each request one additional Borrowing Base redetermination during the period between each scheduled Borrowing Base determination. Additionally, Administrative Agent and Required Lenders may request an additional Borrowing Base redetermination (i) in connection with any disposition to a third party of Oil and Gas Properties of Borrower the Borrowing Base value of which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause exceeds five percent (a5%) of the definition thereofthen current Borrowing Base, and (ii) in connection with any Liquidation of a Hedging Contract which would have the effect of reducing the Borrowing Base by an amount in excess of five percent (5%) of the then current Borrowing Base. In connection with any redetermination of the Borrowing Base, Borrower shall deliver will furnish to each Lender all information, reports and data which Administrative Agent an Engineering Report of reasonably requests concerning Restricted Persons’ businesses and properties (including their Oil and Gas Properties and interests and the type described in Section 6.2(ereserves and production relating thereto). No later than thirty (30) by such Evaluation Date. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date"data, within thirty days after such Evaluation Date), Administrative Agent and Required Lenders shall agree upon an amount for the Mid-Con Energy Properties, LLC Credit Agreement Borrowing Base (provided that all Lenders must agree to any increase in the Borrowing Base). If Required Lenders (or all Lenders in the case of an increase in the Borrowing Base) have not agreed within the thirty day period after receiving such information, reports and data on a Borrowing Base, the Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base then acceptable to the Required 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 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 and may redesignate the Borrowing Base from time to time thereafter until each Lender Administrative Agent receives all such information, reports and data, whereupon Administrative Agent and Required Lenders shall designate a new Borrowing Base as described aboveabove (provided that all Lenders must agree to any increase in the Borrowing Base). Administrative Agent and Required Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the various oil Oil and gas properties included in Gas Properties of the Collateral 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 Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment or otherwise, amount and that Lenders' ’ commitments to advance funds hereunder under the Loans is determined by reference to the Borrowing Base from time to time in effecteffect and such Lender’s Commitment, which Borrowing Base shall be used for calculating commitment fees under Section 2.5(c) and, to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date The Borrowing Base shall be redetermined every ninety (or in 90) days for the case of an Evaluation Date pursuant to clause first year the Commitment is outstanding, beginning ninety (a90) days after the Effective Date. Subsequent determinations of the definition Borrowing Base made after the first year, shall be made by the Lenders semi-annually on May 1 and November 1 of "Evaluation Date"each year beginning November 1, within thirty days after such Evaluation Date)2002 or as Unscheduled Redeterminations. By March 1 each year, beginning March 1, 2002, Borrower shall furnish to each Lender all the Lenders an engineering report in form and substance reasonably satisfactory to Agent prepared by an independent petroleum engineering firm acceptable to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from time to time, together with such other information, reports and data which concerning the value of the Oil and Gas Properties as Agent has then requested concerning Restricted Persons' businesses shall deem reasonably necessary to determine the value of such Oil and properties Gas Properties. By September 1 of each year beginning September 1, 2001, or within thirty (including their oil 30) days after either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) the Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed, the Borrower shall furnish to the Lenders an engineering report in form and gas properties substance reasonably satisfactory to Agent, said internally prepared engineering report to utilize economic and interests and pricing parameters used by the reserves and production relating thereto)Agent as established from to time, together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such other information, reports and data (or in concerning the case value of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base Oil and Gas Properties. Agent shall by written notice to the Borrower designate such amount as no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrower of the determination by the Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is to be made by the Lenders, the Agent shall notify the Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is of no fault of the first sentence of this sectionBorrower, Agent the Lenders may nonetheless designate the Borrowing Base at any amount amounts which Required the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the Lenders shall designate a new Borrowing Base as described above. Required The procedure for determining the Borrowing Base at each redetermination shall be that the Agent shall determine the Borrowing Base and submit the same to the Lenders. Increases in the Borrowing Base will require approval of all Lenders, but other changes in the Borrowing Base will be subject to the approval of Majority Lenders. If any redetermined Borrowing Base is not approved by Majority Lenders within twenty (20) days after submission to the Lenders by the Agent, the Agent shall notify each of the Lenders that the proposed Borrowing Base has not been approved and each Lender will submit within ten (10) days thereafter its proposed Borrowing Base. The redetermined Borrowing Base shall be then determined based upon the weighted arithmetic average of the proposed amounts submitted by each Lender, said proposals to be weighted according to each Lender's Commitment. Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Lender in their its sole discretion assign (using such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrower and its Affiliatesaffiliates and the Current Exchange Rate) as they such Lender customarily considers in their discretion deem significantevaluating similar oil and gas credits. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment, if any, required to be made pursuant to Section 12(q) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(d) hereof. It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment or otherwise. Provided, and however, that Lenders' commitments the Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayCommitment.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base and Monthly Commitment Reduction shall be made by the Banks at least semi-annually based on engineering reports effectively dated January 1 and July 1 of "Evaluation Date"each year beginning July 1, within thirty days after such Evaluation Date), Borrower 2001 or as otherwise required to accommodate Unscheduled Redeterminations. The Borrowers shall furnish to the Banks as soon as possible but in any event no later than April 1 of each Lender all year, beginning April 1, 2001, with an engineering report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering firm acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By October 1 of each year, or within thirty (30) days after either (i) receipt of notice from Agent that the Banks require an Unscheduled Redetermination, or (ii) the Borrowers give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Borrowers shall furnish to the Banks an engineering report in form and substance satisfactory to Agent prepared by Borrowers' in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as the Borrowers no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrowers of the designation by the Banks of the new Borrowing Base available to Borrower hereunderand Monthly Commitment Reduction for the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Banks, the Agent shall notify the Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base and Monthly Commitment Reduction shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does the Borrowers do not furnish all such information, reports and data by the any date specified in this Section 7.2, the first sentence of this section, Agent Banks may nonetheless designate the Borrowing Base and Monthly Commitment Reduction at any amount which Required Lenders the Banks in their discretion determine and may redesignate the Borrowing Base and Monthly Commitment Reduction from time to time thereafter until each Lender receives the Banks receive all such information, reports and data, whereupon Required Lenders the Banks shall designate a new Borrowing Base and Monthly Commitment Reduction as described above. Required Lenders Each Bank shall determine the amount of the Borrowing Base and Monthly Commitment Reduction based upon the loan collateral value which they such Bank in their its discretion assign (using such methodology, assumptions and discounts rates as such Bank customarily uses in assigning loan value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties and other Collateral of the Collateral Borrowers at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrowers and its Affiliatestheir affiliates) as they such Bank customarily considers in their evaluating similar oil and gas credits, but such Bank in its discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Bank for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Property as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base require the approval of Majority Banks; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base and the Monthly Commitment Reduction may not be increased, without the approval of all Banks. If the Banks cannot otherwise agree on the Borrowing Base and the Monthly Commitment Reduction, each Bank shall submit in writing to the Agent its proposed Borrowing Base and the Borrowing Base shall be set on the basis of the weighted average of the Borrowing Bases proposed by the Banks. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect may be reduced as a result of an Unscheduled Redetermination . The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2.6 and 2.7 hereof. It is expressly understood that Lenders and Agent the Banks have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, whether except in relation the exercise of their discretion. Provided, however, that the Banks shall not have the obligation to designate a Borrowing Base in an amount in excess of the Commitment or otherwise, and that Lenders' commitments its legal or internal lending limits. The Banks shall have the right to advance funds hereunder is determined by reference to perform an Unscheduled Redetermination of the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business DayBase.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) By April 1 and October 1 of the definition of "Evaluation Date"each year, within thirty days after such Evaluation Date)beginning April 1, 2006, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then requested concerning Restricted PersonsLoan Parties' businesses and properties (including their oil and gas properties and interests and the reserves and production relating thereto), together with with, as applicable, the Engineering Report as of January 1 described in Section 6.2 which is then due, if any; provided that in the case 6.02(d) or as of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type July 1 described in Section 6.2(e) by such Evaluation Date6.02(e). Within thirty calendar days after receiving such information, reports and data (data, or in as promptly thereafter as practicable, Administrative Agent shall determine the case amount of a determination of the proposed Borrowing Base with respect Base. Administrative Agent shall then deliver to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty each Lender such proposed Borrowing Base. Within fifteen calendar days after such Evaluation Date)the Lender's receipt of thereof, Required or as promptly thereafter as practicable, all Lenders shall agree upon an amount for the Borrowing Base (provided that all Lenders must agree upon any increase in the Borrowing Base), which need not be equal to such proposed Borrowing Base. The Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the discounted net present value of the various oil and gas properties included in the Collateral of Loan Parties 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 Loan Parties and their Affiliates) as they in their discretion deem significant. If all Lenders have not approved the Borrowing Base within the fifteen calendar day period after their receipt of such proposed Borrowing Base, Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base then acceptable to all Lenders and such amount shall then become the Borrowing Base. 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, Agent may nonetheless designate the redetermined (each a "Borrowing Base at any amount which Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such informationPeriod"). IT IS EXPRESSLY UNDERSTOOD THAT LENDERS AND ADMINISTRATIVE AGENT HAVE NO OBLIGATION TO AGREE UPON OR DESIGNATE THE BORROWING BASE AT ANY PARTICULAR AMOUNT, reports and dataWHETHER IN RELATION TO THE MAXIMUM LOAN AMOUNT OR OTHERWISE, 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 in their discretion assign to the various oil and gas properties included in the Collateral at the time in question and based upon such other credit factors (including without limitation the assetsAND THAT LENDERS' COMMITMENTS TO ADVANCE FUNDS HEREUNDER IS DETERMINED BY REFERENCE TO THE BORROWING BASE FROM TIME TO TIME IN EFFECT, liabilitiesWHICH BORROWING BASE SHALL BE USED FOR CALCULATING COMMITMENT FEES UNDER SECTION 2.5 AND, cash flowTO THE EXTENT PERMITTED BY LAW AND REGULATORY AUTHORITIES, 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 Commitment 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 to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section FOR THE PURPOSES OF CAPITAL ADEQUACY DETERMINATION AND REIMBURSEMENTS UNDER SECTION 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By Subsequent determinations of the Borrowing Base shall be made by Banks at least semi-annually and the Banks may make a redetermination at any time and shall make a redetermination if and when requested by Borrower. In connection with each Evaluation Date (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 in before each November 20 and May 20, commencing November 20, 1998, the case same to be effective as of an Evaluation Date each November 1 and May 1, commencing November 1, 1998, 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 clause (a) of the definition of "Evaluation Date", within thirty days after such Evaluation DateSection 12(a)(iii), Borrower shall furnish to each Lender all information(iv), reports (v) 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 theretovi), together with such other data as Banks may deem appropriate under the Engineering Report described in Section 6.2 which is then duecircumstance, if any; 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. 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 case of any "Evaluation Date" pursuant times and under the circumstances then prevailing which are considered by each Bank in its discretion, subject only to clause (a) of the definition thereof, Borrower requirement that such determination shall deliver to Agent an Engineering Report of be reasonable and made in good faith. If the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such information, reports and data (or in the case of a determination of Banks cannot otherwise agree on the Borrowing Base with respect or Monthly Commitment Reduction, each Bank will submit in writing to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for Agent its proposed Borrowing Base and Monthly Commitment Reduction and the Borrowing Base and Agent Monthly Commitment Reduction shall by notice to Borrower designate such amount as be set on the new basis of the lowest Borrowing Base available to Borrower hereunderand highest Monthly Commitment Reduction proposed by any Bank. If at any time any of the Collateral is sold, 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 then in effect shall automatically be reduced by the date specified in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Required Lenders determine and may redesignate the Borrowing Base from time a sum equal to time thereafter 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 prepayment required to be made pursuant to Section 13(e) hereof. If a non-scheduled Borrowing Base based upon the loan collateral value which they in their discretion assign to the various oil and gas properties included in the Collateral at the time in question and based upon redetermination is made, 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 Commitment 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 non-scheduled redetermined Borrowing Base shall be used become effective immediately upon Agent giving notice thereof to the extent permitted by Law and regulatory authoritiesBorrower. Provided, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders however, that no Bank shall ever have an obligation to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for an amount such redetermination shall be extended to the next succeeding Business Daythat such Bank's Commitment Percentage thereof is in excess of its legal or internal lending limits.

Subsequent Determinations of Borrowing Base. By Subsequent determinations of the Borrowing Base shall be made by Banks at least semi-annually and the Banks may make a redetermination at any time and shall make a redetermination if and when requested by Borrower. In connection with each Evaluation Date (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 in before each November 20 and May 20, commencing May 20, 2000, the case same to be effective as of an Evaluation Date each November 1 and May 1, commencing May 1, 2000, 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 clause (a) of the definition of "Evaluation Date", within thirty days after such Evaluation DateSection 12(a)(iii), Borrower shall furnish to each Lender all information(iv), reports (v) 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 theretovi), together with such other data as Banks may deem appropriate under the Engineering Report described in Section 6.2 which is then duecircumstance, if any; 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. 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 case of any "Evaluation Date" pursuant times and under the circumstances then prevailing which are considered by each Bank in its discretion, subject only to clause (a) of the definition thereof, Borrower requirement that such determination shall deliver to Agent an Engineering Report of be reasonable and made in good faith. If the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such information, reports and data (or in the case of a determination of Banks cannot otherwise agree on the Borrowing Base with respect or Monthly Commitment Reduction, each Bank will submit in writing to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for Agent its proposed Borrowing Base and Monthly Commitment Reduction and the Borrowing Base and Agent Monthly Commitment Reduction shall by notice to Borrower designate such amount as be set on the new basis of the lowest Borrowing Base available to Borrower hereunderand highest Monthly Commitment Reduction proposed by any Bank. If at any time any of the Collateral is sold, 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 then in effect shall automatically be reduced by the date specified in the first sentence of this section, Agent may nonetheless designate the Borrowing Base at any amount which Required Lenders determine and may redesignate the Borrowing Base from time a sum equal to time thereafter 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 prepayment required to be made pursuant to Section 13(e) hereof. If a non-scheduled Borrowing Base based upon the loan collateral value which they in their discretion assign to the various oil and gas properties included in the Collateral at the time in question and based upon redetermination is made, 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 Commitment 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 non-scheduled redetermined Borrowing Base shall be used become effective immediately upon Agent giving notice thereof to the extent permitted by Law and regulatory authoritiesBorrower. Provided, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders however, that no Bank shall ever have an obligation to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for an amount such redetermination shall be extended to the next succeeding Business Daythat such Bank's Commitment Percentage thereof is in excess of its legal or internal lending limits.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made semi-annually on May 1 and November 1 of "Evaluation Date"each year beginning May 1, within thirty days after such Evaluation Date)2002 or as an Unscheduled Redetermination. By March 1 each year, beginning March 1, 2002, Borrower shall furnish to each Lender all the Lenders an engineering report in form and substance reasonably satisfactory to Agent prepared by an independent petroleum engineering firm acceptable to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from time to time, together with such other information, reports and data which concerning the value of the Oil and Gas Properties as Agent has then requested concerning Restricted Persons' businesses shall deem reasonably necessary to determine the value of such Oil and properties Gas Properties. By September 1 of each year beginning September 1, 2002, or within thirty (including their oil 30) days after either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) the Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed, the Borrower shall furnish to the Lenders an engineering report in form and gas properties substance reasonably satisfactory to Agent, said internally prepared engineering report to utilize economic and interests and pricing parameters used by the reserves and production relating thereto)Agent as established from to time, together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such other information, reports and data (or in concerning the case value of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base Oil and Gas Properties. Agent shall by written notice to the Borrower designate such amount as no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrower of the determination by the Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is to be made by the Lenders, the Agent shall notify the Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is of no fault of the first sentence of this sectionBorrower, Agent the Lenders may nonetheless designate the Borrowing Base at any amount amounts which Required the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the Lenders shall designate a new Borrowing Base as described above. Required The procedure for determining the Borrowing Base at each redetermination shall be that the Agent shall determine the Borrowing Base and submit the same to the Lenders. Increases in the Borrowing Base will require approval of all Lenders, but other changes in the Borrowing Base will be subject to the approval of Majority Lenders. If any redetermined Borrowing Base is not approved by Majority Lenders within twenty (20) days after submission to the Lenders by the Agent, the Agent shall notify each of the Lenders that the proposed Borrowing Base has not been approved and each Lender will submit within ten (10) days thereafter its proposed Borrowing Base. The redetermined Borrowing Base shall be then determined based upon the weighted arithmetic average of the proposed amounts submitted by each Lender, said proposals to be weighted according to each Lender's Commitment. Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Lender in their its sole discretion assign (using such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrower and its Affiliatesaffiliates and the Current Exchange Rate) as they such Lender customarily considers in their discretion deem significantevaluating similar oil and gas credits. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment, if any, required to be made pursuant to Section 12(p) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(d) hereof. It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment or otherwise. Provided, and however, that Lenders' commitments the Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayCommitment.

Subsequent Determinations of Borrowing Base. By March 1 ------------------------------------------- and July 15 of 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), year Borrower shall furnish to each Lender Bank all information, reports and data which Agent has then requested concerning Restricted Related Persons' businesses and properties (including their oil and gas properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (aC.1(d) or C.1(e) of the definition thereofAnnex C, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Dateas applicable. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date)data, Required Lenders shall agree upon an amount for the Borrowing Base (provided that all Banks 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 Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender Bank 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 in their discretion assign to the various proved oil and gas properties included in the Collateral of Related 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 Banks and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment aggregate face amount of the Notes or otherwise, and that LendersBanks' 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. Should It is further understood that the last day for Lenders to redetermine scheduled principal payments set forth in Section 2.8 are based upon the Borrowing Base as in effect on the date hereof and that Banks and Agent shall not increase the Borrowing Base without (i) an amendment to such scheduled principal payments as determined by the Banks in connection with a particular Evaluation Date be a day other than a Business Day, such Borrowing Base increase and (ii) the period for consent of Tamco to such redetermination shall be extended amendment to the next succeeding Business Daysuch scheduled principal payments.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Lenders at least semi-annually on April 1 and October 1 of "Evaluation Date"each year beginning April 1, within thirty days after such Evaluation Date)2000, or as Unscheduled Redeterminations. In connection with, and as of, each determination of the Borrowing Base, the Lenders shall also redetermine the Monthly Commitment Reduction and allocate the Borrowing Base availability between Tranche A and Tranche B. The Borrower shall furnish to the Lenders as soon as possible but in any event no later than March 1 and September 1 of each Lender all year, beginning March 1, 2000 (or within thirty (30) days after either (i) receipt of notice from Agent that Agent or the Lenders require an Unscheduled Redetermination, or (ii) the Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed), an engineering report in form, substance and "as of" date satisfactory to Agent prepared by Borrower's in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereofOil and Gas Properties as Agent shall deem reasonably necessary to determine the value of such Oil and Gas Properties. Provided, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such informationhowever, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), that Required Lenders shall agree upon have the right to request from time to time an amount for the Borrowing Base and engineering report prepared by an independent petroleum reserve engineering firm acceptable to Agent. Agent shall by notice to the Borrower designate such amount as no later than April 1 and October 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrower of the designation by the Lenders of the new Borrowing Base available to Borrower hereunderand Monthly Commitment Reduction for the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Lenders, the Agent shall notify the Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base and Monthly Commitment Reduction, and such new Borrowing Base and Monthly Commitment Reduction shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 7(b), the first sentence of this section, Agent Lenders may nonetheless designate the Borrowing Base and Monthly Commitment Reduction at any amount amounts which Required the Lenders in their discretion determine and may redesignate the Borrowing Base and Monthly Commitment Reduction from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the Lenders shall designate a new Borrowing Base and Monthly Commitment Reduction as described above. Required Lenders Each Lender shall determine the amount of the Borrowing Base and Monthly Commitment Reduction based upon the loan amount which such Lender in its discretion (using such methodology, assumptions and discount rates as such Lender deems appropriate in assigning collateral value which they in their discretion assign to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrower at the time in question and based upon such other credit factors (including including, without limitation limitation, the assets, liabilities, cash flow, hedged and unhedged exposure to price, foreign exchange rate, and interest rate changesRate Management Transactions, business, properties, prospects, management and ownership of the Borrower and its Affiliates) as they such Lender deems appropriate. All determinations or Unscheduled Redeterminations of the Borrowing Base and the Monthly Commitment Reduction require the approval of Required Lenders; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base may not be increased, nor may the Monthly Commitment Reduction be reduced, without the approval of all Lenders. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in their discretion deem significanteffect shall automatically be reduced by a sum equal to the amount of prepayment required to be made pursuant to Section 12(r) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(e) and 2(f) hereof. It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base or the Monthly Commitment Reduction at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment 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 to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) By April 1 and October 1 of the definition of "Evaluation Date"each year, within thirty days after such Evaluation Date)beginning October 1, 2007, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then requested concerning Restricted Persons' Loan Parties’ businesses and properties (including their oil and gas properties and interests and the reserves and production relating thereto), together with with, as applicable, the Engineering Report as of January 1 described in Section 6.2 which is then due, if any; provided that in the case 6.02(d) or as of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type July 1 described in Section 6.2(e) by such Evaluation Date6.02(e). Within thirty calendar days after receiving such information, reports and data (data, or as promptly thereafter as practicable, Administrative Agent shall, in good faith, determine the case amount of a determination of the proposed Borrowing Base with respect Base. Administrative Agent shall then deliver to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty each Lender such proposed Borrowing Base. Within fifteen calendar days after such Evaluation Date)the Lenders’ receipt thereof, Required or as promptly thereafter as practicable, Supermajority Lenders shall shall, in good faith, agree upon an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as (provided that all Lenders must agree upon any increase in the new Borrowing Base available to Borrower hereunderBase), which designation shall take effect immediately on the date need not be equal to 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 proposed Borrowing Base is redeterminedBase. If Borrower does not furnish all such has specified to Administrative Agent a maximum Borrowing Base requested by Borrower at the time of its delivery of information, reports and data contemplated by this Section, Administrative Agent shall notify the date specified in the first sentence Lenders of this sectionsuch request, Agent may nonetheless designate and the Borrowing Base at determined by Supermajority Lenders (or all Lenders, as applicable) shall not exceed such requested amount. Such determinations by Administrative Agent or any amount which Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives constituting Supermajority Lenders (or all such informationLenders, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. Required Lenders applicable) shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their sole discretion assign to the discounted net present value of the various oil and gas properties included in the Collateral of Loan Parties 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 Loan Parties and its their Affiliates) as they in their sole discretion deem significantsignificant in accordance with their respective normal and customary lending practices. It is expressly understood that If Supermajority Lenders and Agent (or all Lenders in the case of an increase in the Borrowing Base) have no obligation to agree upon or designate not approved the Borrowing Base at any particular amountwithin the fifteen calendar day period after their receipt of such proposed Borrowing Base, whether Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base then acceptable to a number of Lenders sufficient to constitute Supermajority Lenders (or all Lenders in relation the case of an increase in the Borrowing Base) and such amount shall then become the Borrowing Base. Administrative Agent shall by notice to Borrower designate such amount as the Commitment or otherwisenew 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 that Lenders' commitments to advance funds hereunder is determined by reference to shall remain in effect until but not including the next date as of which the Borrowing Base from time to time in effect, which is redetermined (each a “Borrowing Base shall be used to the extent permitted by Law and regulatory authoritiesPeriod”). IT IS EXPRESSLY UNDERSTOOD THAT, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business DaySUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION, the period for such redetermination shall be extended to the next succeeding Business DayLENDERS 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 UNUSED FEES UNDER SECTION 2.09 AND, TO THE EXTENT PERMITTED BY LAW AND REGULATORY AUTHORITIES, FOR THE PURPOSES OF CAPITAL ADEQUACY DETERMINATION AND REIMBURSEMENTS UNDER SECTION 3.04.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) of the definition of "At least forty-five (45) days prior to each Evaluation Date", within thirty days after such Evaluation Date), Borrower shall furnish to each Lender all information, reports and data which that the Administrative Agent has then reasonably requested concerning Restricted Related Persons' businesses and properties (including their oil Related Persons' Oil and gas properties Gas Properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which 6.1(b)(iv), if an Engineering Report is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty (30) days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to including an Evaluation Date described in clause (d) of the definition of "Evaluation Date"Engineering Report, within thirty days after such Evaluation Dateif then due), Required or as promptly thereafter as practicable, the Administrative Agent shall notify the Lenders shall agree upon an amount of Administrative Agent's proposed value for the Borrowing Base. After having received notice of such proposal by the Administrative Agent, each Lender shall have fifteen (15) days to agree or disagree with such proposal. If at the end of the fifteen (15) days, any Lender has not communicated its approval or disapproval, such silence shall be deemed to be an approval. If however, the Required Borrowing Base Lenders shall not have approved or shall not have been deemed to have approved the new Borrowing Base within fifteen (15) days, the Administrative Agent and the Required Borrowing Base Lenders shall, within a reasonable period of time, agree on a new Borrowing Base. The 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 which ------------------ Borrowing Base 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 the Required Borrowing Base Lenders may nonetheless designate the Borrowing Base at any amount which the Required Borrowing Base Lenders determine determine, and may redesignate the Borrowing Base from time to time thereafter at any amount which Required Borrowing Base Lenders redetermine, until each Lender receives all such information, reports and data, whereupon Required Borrowing Base Lenders shall designate a new Borrowing Base as described above. Required Lenders shall determine the amount of Subject to clause (e) below, the Borrowing Base based upon shall be that amount of debt which the loan collateral value which they Required Borrowing Base Lenders shall agree can be supported, after taking into account other fixed charges such as subordinated debt interest payments, capital lease payments, obligations in their discretion assign to respect of operating leases and preferred dividends payable in cash, by the various cash flows of the Borrower's producing and non-producing proved oil and gas properties included in reserves after an engineering and economic review of such reserves conducted by the Collateral at the time in question Lenders using their customary standards for oil and based upon such other credit factors gas lending practices (including without limitation the assetsconsideration of oil and gas, liabilities, cash flow, hedged and unhedged exposure energy and/or commodities price forecasts as they may change from time to price, foreign exchange ratetime), and interest rate changesgas sales contracts and hedging agreements will be taken into consideration to arrive at appropriate price projections; provided, businesshowever, properties, prospects, management and ownership of Borrower and its Affiliates) as they in their discretion deem significant. It that it is expressly understood that Lenders (or the Required Borrowing Base Lenders, as the case may be) and Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment Maximum Loan Amount or otherwise, and that Lenders' commitments (or those of the Required Borrowing Base Lenders, as the case may be) 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 law and regulatory authorities, for the purposes of capital adequacy determination Section 2.15. Semiannual redeterminations and reimbursements under Section 3.2. Should additional redeterminations at the last day for request of the Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination or Administrative Agent shall be extended 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 next succeeding Business DayAdministrative Agent for its own account.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Not later than sixty (60) days immediately following each December 31 and June 30, and at such other times as the Determining Banks shall request in connection with a redetermination of the definition Borrowing Base pursuant to clauses (b), (c) and (d) of "Evaluation Date", within thirty days after such Evaluation Date)this Section 2.13, Borrower shall furnish to each Lender all information, reports and data which Agent has that the Determining Banks have then reasonably requested concerning Restricted Related Persons' ’ businesses and properties (including their oil Related Persons’ Oil and gas properties Gas Properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which 6.1(b)(iv), if an Engineering Report is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty (30) days after receiving such information, reports and data (including an Engineering Report, if then due), or in as promptly thereafter as practicable, the case of a determination Administrative Agent shall notify the Lenders of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount Determining Banks’ proposed value for the Borrowing Base. After having received notice of such proposal from the Administrative Agent, each Lender shall have fifteen (15) days to agree or disagree with such proposal. If at the end of the fifteen (15) days, any Lender has not communicated its approval or disapproval, such silence shall be deemed to be an approval. If however, the Required Borrowing Base Lenders shall not have approved or shall not have been deemed to have approved the proposed Borrowing Base within fifteen (15) days, the Determining Banks and the Required Borrowing Base Lenders shall, within a reasonable period of time, agree on and approve a new Borrowing Base, which new Borrowing Base shall be the highest amount that is acceptable to the Required Borrowing Base Lenders. The 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 which Borrowing Base 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 the Required Borrowing Base Lenders may nonetheless designate the Borrowing Base at any amount which the Required Borrowing Base Lenders determine determine, and may redesignate the Borrowing Base from time to time thereafter at any amount which Required Borrowing Base Lenders redetermine, until each Lender receives all such information, reports and data, whereupon Required Borrowing Base Lenders shall designate a new Borrowing Base as described above. Required Lenders shall determine the amount of Subject to clause (e) below, the Borrowing Base based upon shall be that amount of debt which the loan collateral value which they Required Borrowing Base Lenders shall agree can be supported, after taking into account other fixed charges such as subordinated debt interest payments, capital lease payments, obligations in their discretion assign to respect of operating leases and preferred dividends payable in cash, by the various cash flows of the Borrower’s producing and non-producing proved oil and gas properties included in reserves after an engineering and economic review of such reserves conducted by the Collateral at the time in question Lenders using their customary standards for oil and based upon such other credit factors gas lending practices (including without limitation the assetsconsideration of oil and gas, liabilities, cash flow, hedged and unhedged exposure energy and/or commodities price forecasts as they may change from time to price, foreign exchange ratetime), and interest rate changesgas sales contracts and hedging agreements will be taken into consideration to arrive at appropriate price projections; provided, businesshowever, properties, prospects, management and ownership of Borrower and its Affiliates) as they in their discretion deem significant. It that it is expressly understood that Lenders (or the Required Borrowing Base Lenders, as the case may be) and Agent the Determining Banks have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment Maximum Loan Amount or otherwise, and that Lenders' ’ commitments (or those of the Required Borrowing Base Lenders, as the case may be) 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 law and regulatory authorities, for the purposes of capital adequacy determination Section 2.15. Semiannual redeterminations and reimbursements under Section 3.2. Should additional redeterminations at the last day for request of the Lenders to redetermine or the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination Determining Banks shall be extended at no cost to Borrower. Additional redeterminations at Borrower’s request shall be subject to a $5,000 engineering fee payable by Borrower to each of the next succeeding Business DayDetermining Banks for each Determining Bank’s own account.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) of the definition of "Evaluation Date"December 15, within thirty days after such Evaluation Date)2009, Borrower Borrowers shall furnish to each Lender all information, reports and data which Administrative Agent has then reasonably requested concerning Restricted Persons' ’ businesses and properties (including 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 Report described in Section 6.2 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 is Administrative Agent has then duereasonably 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 any; provided that 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 other transfer. In each case, approximately forty-five days after receiving the Requested Information, or as promptly thereafter as practicable, Majority Lenders (or all Lenders in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such information, reports and data (or increase in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (dBase) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for 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 Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and dataRequested Information, whereupon Required Lenders shall designate a new Borrowing Base included in the Collateral of Restricted Persons as described above. Required Majority Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the Present Value of the various oil and gas properties included in the Collateral 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 Borrowers and its 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 Commitment Maximum Credit Amount or otherwise, and that Lenders' ’ commitments to advance funds make Loans hereunder is determined by reference to the Borrowing Base from time to time in effect, which 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. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Bank at least semi-annually on May 1 and November 1 of "Evaluation Date"each year beginning May 1, within thirty days after such Evaluation Date), 2000 or as Unscheduled Redeterminations. The Borrower shall furnish to the Bank as soon as possible but in any event no later than April 1 of each Lender all informationyear, reports beginning April 1, 2000, or within thirty (30) days after either (i) receipt of notice from Bank that it requires an Unscheduled Redetermination, or (ii) the Borrower give notice to Bank of their desire to have an Unscheduled Redetermination performed, with an engineering report in form and data which Agent has then requested concerning Restricted Persons' businesses substance satisfactory to Bank prepared by Borrower and properties (including their oil audited by a petroleum engineering firm acceptable to Bank, valuing the Oil and gas properties Gas Properties utilizing economic and interests and the reserves and production relating thereto)pricing parameters used by Bank as established from time to time, together with such other information, report and data concerning the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Bank shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent Bank shall by notice to the Borrower designate such amount as the new Borrowing Base available to Borrower hereunderno later than May 1 and November 1 of each year, which designation shall take effect immediately on the date such notice is sent or within a reasonable time thereafter (herein called a the "Determination Date") ), designate a new Borrowing Base for the period beginning on such 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 Bank, the Bank shall notify the Borrower within a reasonable time after receipt of which all requested information of the new Borrowing Base, and such new Borrowing Base is redeterminedshall continue until the next Determination Date. If the 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 the first sentence of this sectionBorrower, Agent the Bank may nonetheless designate the Borrowing Base at any amount amounts which Required Lenders determine the Bank determines in its discretion and may redesignate the Borrowing Base from time to time thereafter until each Lender the Bank receives all such information, reports and data, whereupon Required Lenders the Bank shall designate a new Borrowing Base as described above. Required Lenders The Bank shall determine the amount of the Borrowing Base based upon the loan collateral value which they Bank in their its discretion assign (using such methodology, assumptions and discounts rates as Bank customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrower and its Affiliatesaffiliates) as they Bank customarily considers in their evaluating similar oil and gas credits. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the loan collateral value of the Oil and Gas Properties being sold by Borrower which the Bank in its discretion deem significant(using such methodology, assumptions and discount rates as the Bank customarily uses in assigning collateral value to oil and gas properties) assigned to such Oil and Gas Properties at the time in question. It is expressly understood that Lenders and Agent have the Bank has no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, whether except in relation the exercise of Bank's discretion. Provided, however, that Bank shall not have the obligation to the Commitment 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 to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Dayan amount in excess of its legal or internal lending limits.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall and October 1 of "Evaluation Date"each year beginning October 1, within thirty days after such Evaluation Date)1998 or as Unscheduled Redeterminations. In connection with, and as of, each determination of the Borrowing Base, the Banks shall also redetermine the Monthly Commitment Reduction. The Borrower shall furnish to the Banks as soon as possible but in any event no later than March 1 of each Lender all year, beginning March 1, 1999, with an Engineering Report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By September 1 of each year, or within thirty (30) days after either (i) receipt of notice from Agent that the Banks require an Unscheduled Redetermination, or (ii) the Borrower give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Borrower shall furnish to the Banks an engineering report in form and substance satisfactory to Agent prepared by Borrower's in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to the Borrower designate such amount as no later than April 1 and October 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrower of the designation by the Banks of the new Borrowing Base available to Borrower hereunderand Monthly Commitment Reduction for the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Banks, the Agent shall notify the Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base and Monthly Commitment Reduction, and such new Borrowing Base and Monthly Commitment Reduction shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is of no fault of the first sentence of this sectionBorrower, Agent the Banks may nonetheless designate the Borrowing Base and Monthly Commitment Reduction at any amount amounts which Required Lenders the Banks in their discretion determine and may redesignate the Borrowing Base and Monthly Commitment Reduction from time to time thereafter until each Lender receives the Banks receive all such information, reports and data, whereupon Required Lenders the Banks shall designate a new Borrowing Base and Monthly Commitment Reduction as described above. Required Lenders Each Bank shall determine the amount of the Borrowing Base and Monthly Commitment Reduction based upon the loan collateral value which they such Bank in their its discretion assign (using such methodology, assumptions and discounts rates as such Bank customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrower and its Affiliatesaffiliates) as they such Bank customarily considers in their evaluating similar oil and gas credits, but such Bank in its discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Bank for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Property as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base and the Monthly Commitment Reduction require the approval of Majority Banks; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base may not be increased, nor may the Monthly Commitment Reduction be reduced, without the approval of all Banks. If the Banks cannot otherwise agree on the Borrowing Base or the 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 the highest Monthly Commitment Reduction proposed by any Bank. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment required to be made pursuant to Section 12(r) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(e) and 2(f) hereof. It is expressly understood that Lenders and Agent the Banks have no obligation to agree upon or designate the Borrowing Base or the Monthly Commitment Reduction at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Revolving Commitment or otherwise. Provided, and however, that Lenders' commitments the Banks shall not have the obligation to advance funds hereunder is determined by reference to designate a Borrowing Base in an amount in excess of the Revolving Commitment or its legal or internal lending limits. Provided, however, that in no event shall the Borrowing Base from time to time in effect, which Borrowing Base shall be used to ever exceed 10% of the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business DayAdjusted Consolidated Tangible Net Assets.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) By April 1 and October 1 of the definition of "Evaluation Date"each year, within thirty days after such Evaluation Date)beginning October 1, 2008, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then requested concerning Restricted Persons' Loan Parties’ businesses and properties (including their oil and gas properties and interests and the reserves and production relating thereto), together with with, as applicable, the Engineering Report as of January 1 described in Section 6.2 which is then due, if any; provided that in the case 6.02(d) or as of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type July 1 described in Section 6.2(e) by such Evaluation Date6.02(e). Within thirty calendar days after receiving such information, reports and data (data, or in as promptly thereafter as practicable, Administrative Agent shall determine the case amount of a determination of the proposed Borrowing Base with respect Base. Administrative Agent shall then deliver to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty each Lender such proposed Borrowing Base. Within fifteen calendar days after such Evaluation Date)the Lender’s receipt of thereof, Required or as promptly thereafter as practicable, all Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as (provided that all Lenders must agree upon any increase in the new Borrowing Base available to Borrower hereunderBase), which designation shall take effect immediately on the date need not be equal to 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 proposed Borrowing Base is redeterminedBase. 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 Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. Required The Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the discounted net present value of the various oil and gas properties included in the Collateral of Loan Parties 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 Loan Parties and its their Affiliates) as they in their discretion deem significant. It is expressly understood that If all Lenders and Agent have no obligation to agree upon or designate not approved the Borrowing Base at any particular amountwithin the fifteen calendar day period after their receipt of such proposed Borrowing Base, whether Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base then acceptable to all Lenders and such amount shall then become the Borrowing Base. 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 relation to effect until but not including the Commitment or otherwise, and that Lenders' commitments to advance funds hereunder is determined by reference to next date as of which the Borrowing Base from time to time in effect, which is redetermined (each a “Borrowing Base shall be used to the extent permitted by Law and regulatory authoritiesPeriod”). IT IS EXPRESSLY UNDERSTOOD THAT LENDERS AND ADMINISTRATIVE AGENT HAVE NO OBLIGATION TO AGREE UPON OR DESIGNATE THE BORROWING BASE AT ANY PARTICULAR AMOUNT, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business DayWHETHER IN RELATION TO THE MAXIMUM CREDIT AMOUNT OR [CREDIT AGREEMENT] OTHERWISE, the period for such redetermination shall be extended to the next succeeding Business DayAND 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 UNUSED FEES UNDER SECTION 2.09 AND, TO THE EXTENT PERMITTED BY LAW AND REGULATORY AUTHORITIES, FOR THE PURPOSES OF CAPITAL ADEQUACY DETERMINATION AND REIMBURSEMENTS UNDER SECTION 3.04.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent ------------------------------------------- determinations of the definition Borrowing Base shall be made by the Lenders at least semi-annually on May 1 and November 1 of "Evaluation Date"each year beginning November 1, within thirty days after such Evaluation Date), Borrower 2000 or as Unscheduled Redeterminations. The Borrowers shall furnish to the Lenders as soon as possible but in any event no later than April 1 of each Lender all year, beginning April 1, 2001, with an Engineering Report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering firm or firms acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By October 1 of each year, beginning October 1, 2000, or within thirty (30) days after either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) the Borrowers give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Borrowers shall furnish to the Lenders an engineering report in form and substance satisfactory to Agent prepared by Borrowers' in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by written notice to Borrower designate such amount as the Borrowers no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrowers of the designation by the Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Lenders, the Agent shall notify the Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does the Borrowers do not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is of no fault of the first sentence of this sectionBorrowers, Agent the Lenders may nonetheless designate the Borrowing Base at any amount amounts which Required the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the Lenders shall designate a new Borrowing Base as described above. Required Lenders Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Lender in their its reasonable discretion assign (using such methodology, assumptions and discounts rates as such Lender customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrowers at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrowers and its Affiliatestheir affiliates) as they such Lender customarily considers in their evaluating similar oil and gas credits, but such Lender in its discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Lender for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Property as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base require the approval of Majority Lenders; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base may not be increased, without the approval of all Lenders. If the Lenders cannot otherwise agree on the Borrowing Base, the Agent shall notify each of the Lenders of such fact or facts and each Lender will submit within five (5) days thereafter its proposed Borrowing Base. The redetermined Borrowing Base shall be then determined based upon the weighted arithmetic average of the proposed amounts submitted by each Lender, said proposals to be weighted according to each Lender's Commitment. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment, if any, required to be made pursuant to Section 12(r) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(e) and 2(f) hereof. It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment or otherwise. Provided, and however, that Lenders' commitments the Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayCommitment.

Subsequent Determinations of Borrowing Base. 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 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "“Evaluation Date" ” pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by within thirty days after such Evaluation Date. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date)data, Required Lenders shall agree upon an amount for the Borrowing Base 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 Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter 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 in their discretion assign to the various oil and gas properties included in the Collateral 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 Commitment 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 to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. (a) By each Evaluation Date (or in Date, 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 the Administrative Agent and each Lender all information, reports and data which the Administrative Agent has then reasonably requested concerning Restricted Persons' the Borrower’s and the Guarantors’ businesses and properties (including their oil Borrower’s and gas properties the Guarantors’ Oil and Gas Properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which 6.2(g), if an Engineering Report is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty (30) days after receiving such information, reports and data (data, or in as promptly thereafter as practicable, the case Administrative Agent shall recommend a redetermined Borrowing Base to the Lenders. Such recommended Borrowing Base shall become effective upon the receipt by the Administrative Agent of the approval of the Required Borrowing Base Lenders. The failure of a Lender to respond or object to the recommended Borrowing Base within fifteen (15) days after notice thereof is given to such Lender by the Administrative Agent shall be deemed an acceptance and approval of such recommended Borrowing Base by such Lender. If such recommended Borrowing Base is not approved by Required Borrowing Base Lenders within fifteen (15) days after the Administrative Agent submits the recommended Borrowing Base to the Lenders, then each Lender shall submit in writing to the Administrative Agent, on or within fifteen (15) days after the Administrative Agent notifies the Lenders that the Lenders have not approved any such recommended Borrowing Base, such Lender’s determination of the redetermined Borrowing Base; in such case, the redetermined Borrowing Base with respect to an Evaluation Date described in clause (d) of shall be the definition of "Evaluation Date", within thirty days after such Evaluation Date), highest amount approved by the Required Lenders shall agree upon an amount for the Borrowing Base and Lenders. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL OF THE LENDERS, SUCH APPROVAL TO BE IN EACH LENDER’S SOLE DISCRETION, THE REDETERMINED BORROWING BASE SHALL NOT BE INCREASED ABOVE THE AMOUNT OF THE BORROWING BASE IN EFFECT IMMEDIATELY PRIOR TO SUCH REDETERMINATION. The Administrative Agent shall by notice to the Borrower and the Lenders designate such the amount as of the new Borrowing Base (determined by the Required Borrowing Base Lenders or all of the Lenders, as applicable, in accordance with the foregoing procedures) available to the 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 the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount which Required the 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 The 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 Oil and gas properties included in Gas Properties of the Collateral Borrower or the Guarantors 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 any of the Borrower and its Affiliatesor the Guarantors or any Subsidiary of any of the Borrower or the Guarantors) 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 the Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment Maximum Loan Amount or otherwise, and that the 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 2.10(a). Additional redeterminations at the request of the Lenders, the Administrative Agent or the Borrower shall be subject to a $5,000 engineering fee payable by Borrower to the extent permitted by Law and regulatory authorities, Administrative Agent for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Dayits own account.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) (i) By December 1, 2009 and (ii) April 1 and October 1 of the definition of "Evaluation Date"each year beginning April 1, within thirty days after such Evaluation Date)2010, Borrower shall furnish to each Lender all information, reports and data which Administrative Agent has then requested concerning Restricted Persons' ’ businesses and properties (including their oil Oil and gas properties Gas Properties and interests and the reserves and production relating thereto), together with with, as applicable, the Engineering Report as of December 31 of the immediately preceding year described in Section 6.2 which is then due, if any; provided that in the case 6.2(f) or as of any "Evaluation Date" pursuant to clause (a) June 30 of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type such year described in Section 6.2(e) 6.2(g); provided, however, that the information provided by such Evaluation DateBorrower in connection with the December 1, 2009 determination of the Borrowing Base shall relate to Restricted Persons’ businesses and properties as of October 1, 2009. Within thirty days after receiving such information, reports and data (data, or in as promptly thereafter as practicable, Administrative Agent shall determine the case amount of a determination of the proposed Borrowing Base with respect Base; and Administrative Agent shall then deliver to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty each Lender such proposed Borrowing Base. Within fifteen days after the Lenders’ receipt of such Evaluation Date)proposed Borrowing Base, or as promptly thereafter as practicable, Required Lenders shall agree upon on an amount for the Borrowing Base and Agent shall by notice to Borrower designate such amount as (provided that all Lenders must agree on any increase in the new Borrowing Base available to Borrower hereunderBase), which designation shall take effect immediately on the date need not be equal to 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 proposed 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 Required Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described aboveBase. Required Lenders shall determine the amount of the Borrowing Base based upon the loan collateral value which they in their discretion assign to the Present Value of the various oil Oil and gas properties included in the Collateral Gas Properties of Restricted Persons that will constitute Borrowing Base 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 Borrower and its AffiliatesRestricted Persons) as they in their discretion deem significant. It is expressly understood that If Required Lenders and Agent (or all Lenders in the case of an increase in the Borrowing Base) have no obligation to agree upon or designate not approved the Borrowing Base at any particular amountwithin the fifteen day period after their receipt of such proposed Borrowing Base, whether Administrative Agent shall poll Lenders to ascertain the highest Borrowing Base then acceptable to a number of Lenders sufficient to constitute Required Lenders (or all Lenders in relation the case of an increase in the Borrowing Base) and such amount shall then become the Borrowing Base. Administrative Agent shall by notice to Borrower designate such amount as the Commitment or otherwisenew 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 that Lenders' commitments to advance funds hereunder is determined by reference to shall remain in effect until but not including the next date as of which the Borrowing Base from time to time in effectis 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, which Borrowing Base shall be used to the extent permitted by Law and regulatory authoritiesWHETHER IN RELATION TO THE MAXIMUM CREDIT AMOUNT OR OTHERWISE, for the purposes of capital adequacy determination and reimbursements under Section 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. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Day.

Subsequent Determinations of Borrowing Base. (a) By each Evaluation Date (or in Date, 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 the Administrative Agent and each Lender all information, reports and data which the Administrative Agent has then reasonably requested concerning Restricted Personsthe Borrower's and the Guarantors' businesses and properties (including their oil Borrower's and gas properties the Guarantors' Oil and Gas Properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which 6.2(g), if an Engineering Report is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty (30) days after receiving such information, reports and data (data, or in as promptly thereafter as practicable, the case Administrative Agent shall recommend a redetermined Borrowing Base to the Lenders. Such recommended Borrowing Base shall become effective upon the receipt by the Administrative Agent of the approval of the Majority Lenders. The failure of a Lender to respond or object to the recommended Borrowing Base within fifteen (15) days after notice thereof is given to such Lender by the Administrative Agent shall be deemed an acceptance and approval of such recommended Borrowing Base by such Lender. If such recommended Borrowing Base is not approved by Majority Lenders within fifteen (15) days after the Administrative Agent submits the recommended Borrowing Base to the Lenders, then each Lender shall submit in writing to the Administrative Agent, on or within fifteen (15) days after the Administrative Agent notifies the Lenders that the Lenders have not approved any such recommended Borrowing Base, such Lender's determination of the redetermined Borrowing Base; in such case, the redetermined Borrowing Base with respect to an Evaluation Date described in clause (d) of shall be the definition of "Evaluation Date"highest amount approved by the Majority Lenders. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, within thirty days after such Evaluation Date)WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL OF THE LENDERS, Required Lenders shall agree upon an amount for the Borrowing Base and SUCH APPROVAL TO BE IN EACH LENDER'S SOLE DISCRETION, THE REDETERMINED BORROWING BASE SHALL NOT BE INCREASED ABOVE THE AMOUNT OF THE BORROWING BASE IN EFFECT IMMEDIATELY PRIOR TO SUCH REDETERMINATION. The Administrative Agent shall by notice to the Borrower and the Lenders designate such the amount as of the new Borrowing Base (determined by the Majority Lenders or all of the Lenders, as applicable, in accordance with the foregoing procedures) available to the 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 the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount which Required the 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 The 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 Oil and gas properties included in Gas Properties of the Collateral Borrower or the Guarantors 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 any of the Borrower and its Affiliatesor the Guarantors or any Subsidiary of any of the Borrower or the Guarantors) 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 the Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment Maximum Loan Amount or otherwise, and that the 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 2.10(a). Additional redeterminations at the request of the Lenders, the Administrative Agent or the Borrower shall be subject to a $5,000 engineering fee payable by Borrower to the extent permitted by Law and regulatory authorities, Administrative Agent for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Dayits own account.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent ------------------------------------------- determinations of the definition Borrowing Base shall be made by the Banks at least semi-annually on May 1 and November 1 of "Evaluation Date"each year beginning November 1, within thirty days after such Evaluation Date)1999 or as Unscheduled Redeterminations. In connection with, and as of, each determination of the Borrowing Base, the Banks shall also redetermine the Monthly Commitment Reduction. The Borrower shall furnish to the Banks as soon as possible but in any event no later than April 1 of each Lender all year, beginning April 1, 2000, with an Engineering Report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By October 1 of each year, or within thirty (30) days after either (i) receipt of notice from Agent that the Banks require an Unscheduled Redetermination, or (ii) the Borrower give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Borrower shall furnish to the Banks an engineering report in form and substance satisfactory to Agent prepared by Borrower's in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by notice to the Borrower designate such amount as no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrower of the designation by the Banks of the new Borrowing Base available to Borrower hereunderand Monthly Commitment Reduction for the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date". If an Unscheduled Redetermination is made by the Banks, the Agent shall notify the Borrower within thirty (30) days after receipt of all requested information, or within a reasonable time thereafter, of the new Borrowing Base and Monthly Commitment Reduction, and such new Borrowing Base and Monthly Commitment Reduction shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is of no fault of the first sentence of this sectionBorrower, Agent the Banks may nonetheless designate the Borrowing Base and Monthly Commitment Reduction at any amount amounts which Required Lenders the Banks in their discretion determine and may redesignate the Borrowing Base and Monthly Commitment Reduction from time to time thereafter until each Lender receives the Banks receive all such information, reports and data, whereupon Required Lenders the Banks shall designate a new Borrowing Base and Monthly Commitment Reduction as described above. Required Lenders Each Bank shall determine the amount of the Borrowing Base and Monthly Commitment Reduction based upon the loan collateral value which they such Bank in their its discretion assign (using such methodology, assumptions and discounts rates as such Bank customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrower at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrower and its Affiliatestheir affiliates) as they such Bank customarily considers in their evaluating similar oil and gas credits, but such Bank in its discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Bank for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Property as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base and the Monthly Commitment Reduction resulting in an increase in the Borrowing Base or a decrease in the Monthly Commitment Reduction shall require the approval of 100% of the Banks. All other determinations shall require only Majority Banks. If the Banks cannot otherwise agree on the Borrowing Base or the 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 at the arithmetic average of the Borrowing Base and the Monthly Commitment Reduction proposed by the Banks. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment required to be made pursuant to Section 12(r) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(e) and 2(f) hereof. It is expressly understood that Lenders and Agent the Banks have no obligation to agree upon or designate the Borrowing Base or the Monthly Commitment Reduction at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Revolving Commitment or otherwise. Provided, and however, that Lenders' commitments the Banks shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayRevolving Commitment or its legal or internal lending limits.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by Lenders semi-annually on or before April 1 and October 1 of "Evaluation each year beginning April 1, 2008 (each “Redetermination Date", within thirty days after ”) or as Unscheduled Redeterminations. No later than March 1 of each year (for the April 1 Redetermination Date of such Evaluation Date), year) Borrower shall furnish to each Lender all Lenders an engineering report in form and substance reasonably satisfactory to Agent prepared by DxXxxxxx and MxxXxxxxxxx or such other independent petroleum engineering firm acceptable to Agent, said engineering report to utilize economic and pricing parameters used by Agent as established from time to time, together with such other information, reports and data which concerning the value of Borrowing Base Properties as Agent has then requested concerning Restricted Persons' businesses and properties (including their oil and gas properties and interests shall deem reasonably necessary to determine the value of such Borrowing Base Properties. The engineering report prepared for the April 1 Redetermination Date shall be prepared as of the preceding January 1 of such year and the reserves engineering report prepared for the October 1 Redetermination Date shall be prepared as of July 1 of such year. In addition to the scheduled semi-annual Borrowing Base Redeterminations, Borrower and production relating thereto)Lenders may each request one Unscheduled Redetermination between Redetermination Dates. By September 1 of each year (for the October 1 Redetermination Date for such year) beginning September 1, 2008, or within thirty (30) days after either (i) receipt of notice from Agent that Lenders require an Unscheduled Redetermination, or (ii) Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed, in each case Borrower shall furnish to Lenders an engineering report prepared by a petroleum engineer employed by Borrower and updating the most recent engineering report delivered to Lenders hereunder, in form and substance reasonably satisfactory to Agent, said engineering report to utilize economic and pricing parameters used by Agent as established from to time, together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such other information, reports and data (or in concerning the case value of a determination of the such Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Properties. Agent shall by written notice to Borrower designate within a reasonable time after each Redetermination Date (the date of such amount as notice being herein called the “Determination Date”) notify Borrower of the designation by Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is to be made by Lenders, Agent shall notify Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does not furnish all such information, reports and data by the any date specified in the first sentence this Section 7(b), unless such failure is of this sectionno fault of Borrower, Agent may Lenders nonetheless shall designate the Borrowing Base at any amount amounts which Required Lenders in their discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives Lenders receive all such information, reports and data, whereupon Required Lenders shall designate a new Borrowing Base as described above. The procedure for determining the Borrowing Base at each redetermination shall be that Agent shall determine the Borrowing Base and submit the same to Lenders. Increases in the Borrowing Base will require approval of all Lenders, but other reaffirmations or changes in the Borrowing Base will be subject to the approval of Required Lenders. The failure of any Lender to respond within fifteen (15) days after receipt of the proposed Borrowing Base shall be deemed to be an approval of the proposed Borrowing Base. If Required Lenders (or all Lenders in the case of an increase in the Borrowing Base) do not approve of Agent’s proposed Borrowing Base, Agent shall poll Lenders to determine the highest Borrowing Base that is acceptable to such Lenders that constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base), and such amount shall then become the new Borrowing Base. Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Lender in their its sole discretion assign (using such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to the various Borrowing Base Properties, oil and gas properties included in the Collateral gathering systems, gas processing and plant operations) assigns to such Borrowing Base Properties at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 Affiliatesthe effect of Rate Management Transactions in effect at such time) as they such Lender customarily considers in their discretion deem significantevaluating similar oil and gas credits. If at any time any of the Borrowing Base Properties are sold, the Borrowing Base then in effect shall automatically be reduced as required by Section 12(r) hereof. It is expressly understood that Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment Commitments or otherwise. Provided, and however, that Lenders' commitments Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayCommitment.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Lenders semi-annually on April 1 and October 1 of "Evaluation Date"each year beginning October 1, within thirty days after such Evaluation Date)2004 or as Unscheduled Redeterminations. By March 1 each year, Borrower beginning March 1, 2005, Borrowers shall furnish to each Lender all the Lenders an engineering report in form and substance reasonably satisfactory to Agent prepared by an independent petroleum engineering firm acceptable to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from time to time, together with such other information, reports and data which concerning the value of the Oil and Gas Properties as Agent has then requested concerning Restricted Persons' businesses shall deem reasonably necessary to determine the value of such Oil and properties Gas Properties. By September 1 of each year beginning September 1, 2004, or within thirty (including their oil 30) days after either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) Borrowers give notice to Agent of its desire to have an Unscheduled Redetermination performed, in each case Borrowers shall furnish to the Lenders an engineering report in form and gas properties substance reasonably satisfactory to Agent, said engineering report to utilize economic and interests and pricing parameters used by the reserves and production relating thereto)Agent as established from to time, together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty days after receiving such other information, reports and data (or in concerning the case value of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base Oil and Gas Properties. Agent shall by written notice to Borrower designate such amount as Borrowers no later than April 1 and October 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify Borrowers of the designation by the Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is to be made by the Lenders, the Agent shall notify Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does Borrowers do not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is reasonably determined by the first sentence Agent to be of this sectionno fault of Borrowers, Agent may the Lenders nonetheless designate the Borrowing Base at any amount amounts which Required the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the Lenders shall designate a new Borrowing Base Base, as described above. Required The procedure for determining the Borrowing Base at each redetermination shall be that the Agent shall determine the Borrowing Base and submit the same to the Lenders. Increases in the Borrowing Base will require approval of all Lenders, but other reaffirmation or changes in the Borrowing Base will be subject to the approval of Super Majority Lenders. If any redetermined Borrowing Base is not approved by Super Majority Lenders within twenty (20) days after submission to the Lenders by Agent of the proposed amount, the Agent shall notify each of the Lenders that the proposed Borrowing Base has not been approved and each Lender will submit within ten (10) days thereafter its proposed Borrowing Base. The redetermined Borrowing Base shall be then determined (in all cases except those involving an increase of the Borrowing Base which requires approval of all Lenders) based upon the weighted arithmetic average of the proposed amounts submitted by each Lender, said proposals to be weighted according to each Lender's Commitment. Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Lender in their its sole discretion assign (using such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of Borrowers and the Collateral Guarantors at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 Borrowers and its Affiliatestheir affiliates) as they such Lender customarily considers in their discretion deem significantevaluating similar oil and gas credits. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment, if any, required to be made pursuant to Section 12(r). It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment Commitments or otherwise; provided, and however, that Lenders' commitments the Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayCommitment.

Subsequent Determinations of Borrowing Base. (a) By each Evaluation Date (or in Date, 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 the Administrative Agent and each Lender all information, reports and data which the Administrative Agent has then reasonably requested concerning Restricted Personsthe Borrower's and the Guarantors' businesses and properties (including their oil Borrower's and gas properties the Guarantors' Oil and Gas Properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which 6.2(g), if an Engineering Report is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty (30) days after receiving such information, reports and data data, or as promptly thereafter as practicable, the Administrative Agent shall recommend a redetermined Borrowing Base to the Lenders. Such recommended Borrowing Base shall become effective upon the receipt by the Administrative Agent of the approval of such recommended Borrowing Base by Lenders holding not less than 75% of the aggregate amount of the Credit Extensions then outstanding (or 75% of the Commitments if no Credit Extensions are outstanding). If such recommended Borrowing Base is not approved by Lenders holding not less than 75% of the aggregate amount of the Credit Extensions then outstanding (or 75% of the Commitments if no Credit Extensions are then outstanding) within ten (10) days after the Administrative Agent submits the recommended Borrowing Base to the Lenders, then each Lender shall submit in writing to the case of a Administrative Agent, on or within ten (10) days after the Administrative Agent notifies the Lenders that the Lenders have not approved any such recommended Borrowing Base, such Lender's determination of the redetermined Borrowing Base; in such case, the redetermined Borrowing Base with respect to an Evaluation Date described in clause (d) shall be the highest amount approved by Lenders holding not less than 75% of the definition aggregate amount of "Evaluation Date"the Credit Extensions then outstanding (or 75% of the Commitments if no Credit Extensions are outstanding). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, within thirty days after such Evaluation Date)WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL OF THE LENDERS, Required Lenders shall agree upon an amount for the Borrowing Base and SUCH APPROVAL TO BE IN EACH LENDER'S SOLE DISCRETION, THE REDETERMINED BORROWING BASE SHALL NOT BE INCREASED ABOVE THE AMOUNT OF THE BORROWING BASE IN EFFECT IMMEDIATELY PRIOR TO SUCH REDETERMINATION. The Administrative Agent shall by notice to the Borrower and the Lenders designate such the amount as of the new Borrowing Base (determined by Lenders holding not less than 75% of the aggregate amount of Credit Extensions then outstanding or 75% of the Commitments if no Credit Extensions are then outstanding or all of the Lenders, as applicable, in accordance with the foregoing procedures) available to the 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 the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount which Required the 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 The 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 Oil and gas properties included in Gas Properties of the Collateral Borrower or the Guarantors 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 any of the Borrower and its Affiliatesor the Guarantors or any Subsidiary of any of the Borrower or the Guarantors) 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 the Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment Maximum Loan Amount or otherwise, and that the 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 2.10(a) and, to the extent permitted by Law law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.22.15. Should Additional redeterminations at the last day for Lenders to redetermine request of the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business DayLenders, the period for such redetermination Administrative Agent or the Borrower shall be extended subject to a $5,000 engineering fee payable by Borrower to the next succeeding Business DayAdministrative Agent for its own account.

Subsequent Determinations of Borrowing Base. By April 1 and October 1 of each Evaluation Date year, on each date on which Borrower requests that the Borrowing Base be redetermined (or in which request shall not be made more than two times during any Fiscal Year) and within fifteen (15) days of each date on which Agent, on behalf of Majority Lenders, requests that the case of an Evaluation Date pursuant to clause (a) of the definition of "Evaluation Date", within thirty days after such Evaluation Date)Borrowing Base be redetermined, Borrower shall 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 the Qualified Properties and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date5.1(b)(iv). Within thirty (30) days after receiving such information, reports and data (data, or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date"as promptly thereafter as practicable, within thirty days after such Evaluation Date), Required Majority Lenders shall agree upon an amount for 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 hereunder during the period beginning on and including the date such notice is sent (herein called a "Determination DateDETERMINATION DATE") and shall remain in effect continuing until but not including the next date as of which the Borrowing Base is redetermined. A Determination Date may (but need not) occur during the period beginning on the date on which a Request for Advance is submitted and ending on the date on which such Advances are to be made. 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 Required Majority Lenders determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives all such information, reports and data, whereupon Required Majority Lenders shall designate a new Borrowing Base as described above. Required Lenders shall determine the amount Each determination of the Borrowing Base based upon shall be made by Majority Lenders in the loan collateral value which they exercise of their sole discretion in their discretion assign accordance with the then current standards and practices of Lenders for similar oil and gas loans taking into account such factors as Lenders may deem appropriate, including, without limitation, (i) the nature and extent of the oil and gas reserves attributable to the various oil and gas properties included of Borrower and the anticipated timing and extent of net operating income therefrom, (ii) any litigation or other proceedings or facts, including, without limitation, defects in or uncertainties as to Borrower's title to such oil and gas properties or encumbrances on the Collateral at title to such oil and gas properties or encumbrances on the time in question Qualified Properties, that may affect the value of any of such oil and based upon such gas properties and (iii) the amount of Debt or other credit factors (including without limitation the assetsobligations, liabilitiesif any, 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 significantSubsidiaries. Each such determi nation shall be binding on and non-reviewable by Borrower and no Lender shall be required to disclose to Borrower its standards and practices for oil and gas loans. 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 Commitment Maximum Loan Amount or otherwise, and that Lenders' commitments to advance funds hereunder is are determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law law and regulatory authorities, authorities for the purposes of capital adequacy determination and reimbursements under Section 3.22.13. Should the last day for If Borrower requests Majority Lenders to redetermine the Borrowing Base at any date in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended addition to the next succeeding Business Dayredetermination dates provided above, upon the consent of Majority Lenders to such redetermination, Borrower shall within five (5) days after receipt of such consent pay each Lender a redetermination fee in the amount of $5,000 for each such redetermination.

Subsequent Determinations of Borrowing Base. (a) By each Evaluation Date (or in Date, 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 the Administrative Agent and each Lender all information, reports and data which the Administrative Agent has then reasonably requested concerning Restricted Persons' the Borrower’s and the Guarantors’ businesses and properties (including their oil Borrower’s and gas properties the Guarantors’ Oil and Gas Properties and interests and the reserves and production relating thereto), together with the Engineering Report described in Section 6.2 which 6.2(g), if an Engineering Report is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) of the definition thereof, Borrower shall deliver to Agent an Engineering Report of the type described in Section 6.2(e) by such Evaluation Date. Within thirty (30) days after receiving such information, reports and data (data, or in as promptly thereafter as practicable, the case Administrative Agent shall recommend a redetermined Borrowing Base to the Lenders. Such recommended Borrowing Base shall become effective upon the receipt by the Administrative Agent of the approval of the Majority Lenders. The failure of a Lender to respond or object in writing to the recommended Borrowing Base within fifteen (15) days after notice thereof is given to such Lender by the Administrative Agent shall be deemed an acceptance and approval of such recommended Borrowing Base by such Lender. If such recommended Borrowing Base is not approved by Majority Lenders within fifteen (15) days after the Administrative Agent submits the recommended Borrowing Base to the Lenders, then each Lender shall submit in writing to the Administrative Agent, on or within fifteen (15) days after the Administrative Agent notifies the Lenders that the Lenders have not approved any such recommended Borrowing Base, such Lender’s determination of the redetermined Borrowing Base; in such case, the redetermined Borrowing Base with respect to an Evaluation Date described in clause (d) of shall be the definition of "Evaluation Date"highest amount approved by the Majority Lenders. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, within thirty days after such Evaluation Date)WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL OF THE LENDERS, Required Lenders shall agree upon an amount for the Borrowing Base and SUCH APPROVAL TO BE IN EACH LENDER’S SOLE DISCRETION, THE REDETERMINED BORROWING BASE SHALL NOT BE INCREASED ABOVE THE AMOUNT OF THE BORROWING BASE IN EFFECT IMMEDIATELY PRIOR TO SUCH REDETERMINATION. The Administrative Agent shall by notice to the Borrower and the Lenders designate such the amount as of the new Borrowing Base (determined by the Majority Lenders or all of the Lenders, as applicable, in accordance with the foregoing procedures) available to the 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 the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount which Required the 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 The 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 Oil and gas properties included in Gas Properties of the Collateral Borrower or the Guarantors 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 any of the Borrower and its Affiliatesor the Guarantors or any Subsidiary of any of the Borrower or the Guarantors) 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 the Administrative Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount, whether in relation to the Commitment Maximum Loan Amount or otherwise, and that the 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 2.10(a). Additional redeterminations at the request of the Lenders, the Administrative Agent or the Borrower shall be subject to a $5,000 engineering fee payable by Borrower to the extent permitted by Law and regulatory authorities, Administrative Agent for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, the period for such redetermination shall be extended to the next succeeding Business Dayits own account.

Subsequent Determinations of Borrowing Base. By each Evaluation Date (or in the case of an Evaluation Date pursuant to clause (a) Subsequent determinations of the definition Borrowing Base shall be made by the Lenders at least semi-annually on May 1 and November 1 of "Evaluation Date"each year beginning May 1, within thirty days after such Evaluation Date), Borrower 2001 or as Unscheduled Redeterminations. The Borrowers shall furnish to the Lenders as soon as possible but in any event no later than April 1 of each Lender all year, beginning April 1, 2001, with an Engineering Report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering firm or firms acceptable to Agent covering the Oil and Gas Properties utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Agent shall deem necessary to determine the value of the Oil and Gas Properties. By October 1 of each year, beginning October 1, 2001, or within thirty (30) days after either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) the Borrowers give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Borrowers shall furnish to the Lenders an engineering report in form and substance satisfactory to Agent prepared by Borrowers' in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Agent as established from time to time, together with such other 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), together with the Engineering Report described in Section 6.2 which is then due, if any; provided that in the case of any "Evaluation Date" pursuant to clause (a) value of the definition thereof, Borrower Oil and Gas Properties as Agent shall deliver deem reasonably necessary to Agent an Engineering Report determine the value of the type described in Section 6.2(e) by such Evaluation DateOil and Gas Properties. Within thirty days after receiving such information, reports and data (or in the case of a determination of the Borrowing Base with respect to an Evaluation Date described in clause (d) of the definition of "Evaluation Date", within thirty days after such Evaluation Date), Required Lenders shall agree upon an amount for the Borrowing Base and Agent shall by written notice to Borrower designate such amount as the Borrowers no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrowers of the designation by the Lenders of the new Borrowing Base available to Borrower hereunderfor the period beginning on such Determination Date and continuing until, which designation shall take effect immediately on but not including, the date such notice is sent (herein called a "next Determination Date") . If an Unscheduled Redetermination is made by the Lenders, the Agent shall notify the Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall remain in effect continue until but not including the next date as of which the Borrowing Base is redeterminedDetermination Date. If Borrower does the Borrowers do not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is of no fault of the first sentence of this sectionBorrowers, Agent the Lenders may nonetheless designate the Borrowing Base at any amount amounts which Required the Lenders in their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon Required the Lenders shall designate a new Borrowing Base as described above. Required Lenders Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which they such Lender in their its reasonable discretion assign (using such methodology, assumptions and discounts rates as such Lender customarily uses in assigning collateral value to the various oil and gas properties included in properties, oil and gas gathering systems, gas processing and plant operations) assigns to such Oil and Gas Properties of the Collateral Borrowers at the time in question and based upon such other credit factors consistently applied (including including, without limitation 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 the Borrowers and its Affiliatestheir affiliates) as they such Lender customarily considers in their evaluating similar oil and gas credits, but such Lender in its discretion deem significantshall not be required to give any additional positive value to any Oil and Gas Property over the current economic and pricing parameters used by such Lender for such Determination Date which additional value is derived directly from a hedging, forward sale or swap agreement covering such Oil and Gas Property as of the date of such determination. All determinations or Unscheduled Redeterminations of the Borrowing Base require the approval of Majority Lenders; provided, however, that notwithstanding anything to the contrary herein, the amount of the Borrowing Base may not be increased, without the approval of all Lenders. If the Lenders cannot otherwise agree on the Borrowing Base, the Agent shall notify each of the Lenders of such fact or facts and each Lender will submit within five (5) days thereafter its proposed Borrowing Base. The redetermined Borrowing Base shall be then determined based upon the weighted arithmetic average of the proposed amounts submitted by each Lender, said proposals to be weighted according to each Lender's Commitment. If at any time any of the Oil and Gas Properties are sold, the Borrowing Base then in effect shall automatically be reduced by a sum equal to the amount of prepayment, if any, required to be made pursuant to Section 12(r) hereof. The Borrowing Base shall be additionally reduced from time to time pursuant to the provisions of Sections 2(e) and 2(f) hereof. It is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amountamounts, except in the exercise of their discretion, whether in relation to the Commitment or otherwise. Provided, and however, that Lenders' commitments the Lenders shall not have the obligation to advance funds hereunder is determined by reference to the Borrowing Base from time to time in effect, which Borrowing Base shall be used to the extent permitted by Law and regulatory authorities, for the purposes of capital adequacy determination and reimbursements under Section 3.2. Should the last day for Lenders to redetermine the designate a Borrowing Base in connection with a particular Evaluation Date be a day other than a Business Day, an amount in excess of the period for such redetermination shall be extended to the next succeeding Business DayCommitment.