Common use of Annual Scheduled Determinations of the Borrowing Base Clause in Contracts

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 of each calendar year commencing December 31, 2000, and in any event prior to April 1 of the following calendar year, the Borrower shall furnish to the Agent, the Syndication Agent and each Lender a report in form and substance satisfactory to the Agent and Syndication Agent, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lenders, which report shall be dated as of December 31st of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties and a projection of the rate of production and net operating income with respect thereto, as of such date, and a projection of the rate of production and net operating income with respect thereto, as of such date. Upon receipt of such report relating to the Oil and Gas Properties, the Agent and Syndication Agent shall make a determination within 25 days of the receipt of such report of the amount of Senior Debt which the Borrower may maintain (herein as determined and redetermined from time to time and in effect on any date called the "Borrowing Base") on account of such reserves as of such -------------- December 31st, subject to the approval of the Applicable Lenders as provided in this Section, and upon such determination the Agent shall promptly notify the Lenders in writing of the determination of the Borrowing Base. The determination of the Borrowing Base made by the Agent and Syndication Agent shall be so made by the Agent and Syndication Agent in the exercise of their sole discretion in accordance with the Agent's and Syndication Agent's customary practices and standards for oil and gas loans. The Applicable Lenders may approve the Agent's and Syndication Agent's determination of the Borrowing Base by written notice to the Agent within 10 days of the Agent's notification of its determination of the new Borrowing Base. If the Applicable Lenders fail to approve the determination of the Borrowing Base made by the Agent and Syndication Agent hereunder within such 10 days then, within an additional 5 days, the Applicable Lenders in their sole discretion shall determine the Borrowing Base in accordance with their respective customary practices and standards for oil and gas loans.

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 July 1 of each calendar year (commencing December 31July 1, 20002008), and in any event prior to April September 1 of the following each calendar year, the Borrower shall furnish to the Agent, the Syndication Agent and each Lender Lenders a report in form and substance satisfactory to the Agent and Syndication AgentLenders, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lendersan Approved Engineer, which report shall be dated as of December 31st July 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties Borrowing Base Properties, and a projection of the rate of production and net operating income with respect thereto, as of such date, together with additional data concerning pricing, hedging, operating costs, quantities and a projection purchasers of production, and other information and engineering and geological data as the rate of production and net operating income with respect thereto, as of such dateAgent may reasonably request. Upon Within thirty (30) days after receipt of such report relating to the Oil and Gas Propertiesinformation and its review and approval by Agent, the Agent and Syndication Agent shall make a determination within 25 days of the receipt of such report recommendation of the amount of Senior Debt which credit available to Borrower hereunder (a “Recommended Borrowing Base Determination”). Agent and the Borrower may maintain Required Lenders shall approve or reject Agent’s Recommended Borrowing Base Determination within ten (herein as determined and redetermined from time to time and in effect on any date called the "Borrowing Base"10) on account Business Days of such reserves as of such -------------- December 31st, subject to the approval Agent’s notification of the Applicable Recommended Borrowing Base Determination. If Agent and the Required Lenders as provided in this Section, and upon fail to approve any such determination the Agent shall promptly notify the Lenders in writing of the determination of the Borrowing Base. The determination of the Borrowing Base made by Agent hereunder in such ten-Business Day period, then Agent shall poll all Lenders, and the Borrowing Base shall be set at the highest amount on which Agent and Syndication Agent shall the Required Lenders can agree, it being understood that a Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Lender to be so made by the Agent and Syndication Agent in the exercise of their sole discretion in accordance with the Agent's and Syndication Agent's customary practices and standards for oil and gas loans. The Applicable Lenders may approve the Agent's and Syndication Agent's determination appropriate value of the Borrowing Base Base. Upon approval or deemed approval by Agent and the Required Lenders, or all Lenders, as the case may be, of the amount of credit to be made available to Borrower hereunder, Agent shall, by written notice to the Agent within 10 days of the Agent's notification of its determination of Borrower and Lenders, designate the new Borrowing BaseBase available to Borrower. If Notwithstanding anything contained herein to the Applicable Lenders fail contrary, no Lender shall be obligated to approve the determination of the Borrowing Base made by the Agent and Syndication Agent hereunder within such 10 days then, within an additional 5 days, the Applicable Lenders in their sole discretion shall determine the Borrowing Base in accordance with their respective customary practices and standards for oil and gas loansincrease its Commitment without its consent.

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 June 30 of each calendar year year, commencing December 31June 30, 20002010, and in any event prior to April 1 of the following calendar yearSeptember 30, the Borrower shall furnish to the Agent, the Syndication Administrative Agent and each Lender the Lenders a report Reserve Report in form and substance satisfactory to the Agent and Syndication Administrative Agent, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lendersan Approved Engineer, which report Reserve Report shall be dated as of December 31st June 30 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating income expenses and capital expenditures with respect thereto, thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and a projection purchasers of production, and other information and engineering and geological data as the rate of production and net operating income with respect thereto, as of such dateAdministrative Agent or any Lender may reasonably request. Upon Within fifteen (15) days after receipt of all such report relating to the Oil Reserve Report and Gas Propertiesinformation, the Agent and Syndication Administrative Agent shall make a an initial determination within 25 days of the receipt of such report of new Borrowing Base (the amount of Senior Debt which the Borrower may maintain (herein as determined and redetermined from time to time and in effect on any date called the "“Proposed Borrowing Base") on account of such reserves as of such -------------- December 31st, subject to the approval of the Applicable Lenders as provided in this Section”), and upon such initial determination the Agent shall promptly notify the Lenders in writing of the its initial determination of the Proposed Borrowing Base. The Such initial determination of the Borrowing Base made by the Agent and Syndication Administrative Agent shall be so made by the Agent and Syndication Administrative Agent in the exercise of their its sole discretion in accordance with the Administrative Agent's and Syndication Agent's ’s customary practices and standards for oil and gas loanslending as they exist at the particular time. In no event shall the Proposed Borrowing Base exceed the aggregate Loan Commitments of the Lenders. The Applicable Required Lenders may shall approve or reject the Administrative Agent's and Syndication Agent's ’s initial determination of the Proposed Borrowing Base by written notice to the Administrative Agent within 10 fifteen (15) days of the Administrative Agent's ’s notification of its initial determination; provided, however that failure by any Lender to confirm in writing, the Administrative Agent’s determination of the Proposed Borrowing Base shall be and shall be deemed, an approval of the Proposed Borrowing Base. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, as the case may be, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.2 and, subject to the last sentence of this Section 2.8.2, such amounts shall become the new Borrowing Base effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the new Borrowing Base, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. If Such designation shall be effective as of the Applicable Lenders fail to approve Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base made by in accordance with this Agreement. Anything herein contained to the Agent and Syndication Agent hereunder within contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such 10 days then, within an additional 5 days, determination or redetermination shall require the Applicable approval of all the Lenders in their sole discretion shall determine the Borrowing Base in accordance with their respective customary practices and standards for oil and gas loanslending as they exist at the particular time.”

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 June 30 of each calendar year year, commencing December 31June 30, 20002010, and in any event prior to April 1 of the following calendar yearSeptember 30, the Borrower shall furnish to the Agent, the Syndication Administrative Agent and each Lender the Lenders a report Reserve Report in form and substance satisfactory to the Agent and Syndication Administrative Agent, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lendersan Approved Engineer, which report Reserve Report shall be dated as of December 31st June 30 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating income expenses and capital expenditures with respect thereto, thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and a projection purchasers of production, and other information and engineering and geological data as the rate of production and net operating income with respect thereto, as of such dateAdministrative Agent or any Lender may reasonably request. Upon Within fifteen (15) days after receipt of all such report relating to the Oil Reserve Report and Gas Propertiesinformation, the Agent and Syndication Administrative Agent shall make a an initial determination within 25 days of the receipt of such report of new Borrowing Base (the amount of Senior Debt which the Borrower may maintain (herein as determined and redetermined from time to time and in effect on any date called the "“Proposed Borrowing Base") on account of such reserves as of such -------------- December 31st, subject to the approval of the Applicable Lenders as provided in this Section”), and upon such initial determination the Agent shall promptly notify the Lenders in writing of the its initial determination of the Proposed Borrowing Base. The Such initial determination of the Borrowing Base made by the Agent and Syndication Administrative Agent shall be so made by the Agent and Syndication Administrative Agent in the exercise of their its sole discretion in accordance with the Administrative Agent's and Syndication Agent's ’s customary practices and standards for oil and gas loanslending as they exist at the particular time. In no event shall the Proposed Borrowing Base exceed the aggregate Loan Commitments of the Lenders. The Applicable Required Lenders may shall approve or reject the Administrative Agent's and Syndication Agent's ’s initial determination of the Proposed Borrowing Base by written notice to the Administrative Agent within 10 fifteen (15) days of the Administrative Agent's ’s notification of its initial determination; provided, however that the failure by any Lender to approve or reject the Administrative Agent’s determination of the Proposed Borrowing Base, in writing, shall be, and shall be deemed to be, an approval of the Proposed Borrowing Base. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, as the case may be, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.2 and, subject to the last sentence of this Section 2.8.2, such amounts shall become the new Borrowing Base effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the new Borrowing Base, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. If Such designation shall be effective as of the Applicable Lenders fail to approve Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base made by in accordance with this Agreement. Anything herein contained to the Agent and Syndication Agent hereunder within contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such 10 days then, within an additional 5 days, determination or redetermination shall require the Applicable approval of all the Lenders in their sole discretion shall determine the Borrowing Base in accordance with their respective customary practices and standards for oil and gas loanslending as they exist at the particular time.”

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 January 1 of each calendar year (commencing December 31January 1, 20002001), and in any event prior to April March 1 of the following each calendar year, the Borrower shall furnish to the Agent, the Syndication Administrative Agent and each Lender the Lenders a report in form and substance reasonably satisfactory to the Agent and Syndication Administrative Agent, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lendersan Approved Engineer, which report shall be dated as of December 31st January 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Mortgaged Properties which the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and net operating income with respect thereto, as of such date, together with additional data concerning pricing, hedging, operating costs, quantities and a projection purchasers of production, and other information and engineering and geological data as the rate of production and net operating income with respect thereto, as of such dateAdministrative Agent or any Lender may reasonably request. Upon Within thirty (30) days after receipt of such report relating to the Oil and Gas Propertiesinformation, the Agent and Syndication Administrative Agent shall make a an initial determination within 25 days of the receipt of such report of the amount of Senior Debt which credit to be made available to the Borrower may maintain (herein as determined and redetermined from time to time and in effect on any date called the "Borrowing Base") on account of such reserves as of such -------------- December 31st, subject to the approval of the Applicable Lenders as provided in this Sectionhereunder, and upon such initial determination the Agent shall promptly notify the Lenders in writing of the its initial determination of the Borrowing Base. The Such initial determination of the Borrowing Base made by the Agent and Syndication Administrative Agent shall be so made by the Agent and Syndication Administrative Agent in the exercise of their its sole discretion in accordance with the Agent's and Syndication Administrative Agent's customary practices and standards for oil and gas loans. The Applicable Borrowing Base Required Lenders may shall approve or reject the Administrative Agent's and Syndication Agent's initial determination of the Borrowing Base by written notice to the Agent within 10 days of Administrative Agent; provided, however that failure by any Lender to confirm in writing, the Administrative Agent's notification of its determination of the new Borrowing BaseBase shall be and shall be deemed, a rejection of such determination. If the Applicable Borrowing Base Required Lenders fail to approve the any such determination of the Borrowing Base made by the Agent and Syndication Administrative Agent hereunder within such 10 days then, within an additional 5 days, the Applicable Borrowing Base shall be determined as soon as practicable by the Borrowing Base Required Lenders in their sole discretion shall determine the Borrowing Base in accordance with their respective customary practices and standards for oil and gas loans.. Upon agreement by

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 July 1 of each calendar year (commencing December 31July 1, 20002008), and in any event prior to April September 1 of the following each calendar year, the Borrower shall furnish to the Agent, the Syndication Agent and each Lender Lenders a report in form and substance satisfactory to the Agent and Syndication AgentLenders, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lendersan Approved Engineer, which report shall be dated as of December 31st July 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties Borrowing Base Properties, and a projection of the rate of production and net operating income with respect thereto, as of such date, together with additional data concerning pricing, hedging, operating costs, quantities and a projection purchasers of production, and other information and engineering and geological data as the rate of production and net operating income with respect thereto, as of such dateAgent may reasonably request. Upon Within thirty (30) days after receipt of such report relating to the Oil and Gas Propertiesinformation and its review and approval by Agent, the Agent and Syndication Agent shall make a determination within 25 days of the receipt of such report recommendation of the amount of Senior Debt which credit available to Borrower hereunder (a “Recommended Borrowing Base Determination”). Agent and the Borrower may maintain Required Lenders shall approve or reject Agent’s Recommended Borrowing Base Determination within twenty (herein as determined and redetermined from time to time and in effect on any date called the "Borrowing Base"20) on account Business Days of such reserves as of such -------------- December 31st, subject to the approval Agent’s notification of the Applicable Recommended Borrowing Base Determination. If Agent and the Required Lenders as provided in this Section, and upon fail to approve any such determination the Agent shall promptly notify the Lenders in writing of the determination of the Borrowing Base. The determination of the Borrowing Base made by Agent hereunder in such twenty (20)-Business Day period, then Agent shall poll all Lenders, and the Borrowing Base shall be set at the highest amount on which Agent and Syndication Agent shall the Required Lenders can agree, it being understood that a Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Lender to be so made by the Agent and Syndication Agent in the exercise of their sole discretion in accordance with the Agent's and Syndication Agent's customary practices and standards for oil and gas loans. The Applicable Lenders may approve the Agent's and Syndication Agent's determination appropriate value of the Borrowing Base Base. Upon approval or deemed approval by Agent and the Required Lenders, or all Lenders, as the case may be, of the amount of credit to be made available to Borrower hereunder, Agent shall, by written notice to the Agent within 10 days of the Agent's notification of its determination of Borrower and Lenders, designate the new Borrowing BaseBase available to Borrower. If Notwithstanding anything contained herein to the Applicable Lenders fail contrary, no Lender shall be obligated to approve the determination of the Borrowing Base made by the Agent and Syndication Agent hereunder within such 10 days then, within an additional 5 days, the Applicable Lenders in their sole discretion shall determine the Borrowing Base in accordance with their respective customary practices and standards for oil and gas loansincrease its Commitment without its consent.

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 June 30 of each calendar year year, commencing December 31June 30, 20002011, and in any event prior to April 1 of the following calendar yearSeptember 30, the Borrower shall furnish to the Agent, the Syndication Administrative Agent and each Lender the Lenders a report Reserve Report in form and substance satisfactory to the Agent and Syndication Administrative Agent, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lendersan Approved Engineer, which report Reserve Report shall be dated as of December 31st June 30 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating income expenses and capital expenditures with respect thereto, thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and a projection purchasers of production, and other information and engineering and geological data as the rate of production and net operating income with respect thereto, as of such dateAdministrative Agent or any Lender may reasonably request. Upon Within fifteen (15) days after receipt of all such report relating to the Oil Reserve Report and Gas Propertiesinformation, the Agent and Syndication Administrative Agent shall make a an initial determination within 25 days of the receipt of such report of new Borrowing Base (the amount of Senior Debt which the Borrower may maintain (herein as determined and redetermined from time to time and in effect on any date called the "“Proposed Borrowing Base") on account of such reserves as of such -------------- December 31st, subject to the approval of the Applicable Lenders as provided in this Section”), and upon such initial determination the Agent shall promptly notify the Lenders in writing of the its initial determination of the Proposed Borrowing Base. The Such initial determination of the Borrowing Base made by the Agent and Syndication Administrative Agent shall be so made by the Agent and Syndication Administrative Agent in the exercise of their its sole discretion in accordance with the Administrative Agent's and Syndication Agent's ’s customary practices and standards for oil and gas loanslending as they exist at the particular time. The Applicable In no event shall the Proposed Borrowing Base exceed the aggregate Loan Commitments of the Lenders. 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 such fifteen (15) days, any Lender that has not communicated to the Administrative Agent its approval or disapproval, such failure to respond shall be deemed to be an approval of the new or reaffirmed Borrowing Base proposed by the Administrative Agent. If the Required Lenders may fail to approve the Agent's and Syndication Agent's any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, as the case may be, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.2 (it being understood that each Lender is deemed to have agreed to any and all Borrowing Base amounts that are lower than the amount actually agreed to by such Lender) and, subject to the last sentence of this Section 2.8.2, such amount shall become the new Borrowing Base effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the new Borrowing Base, the Administrative Agent shall, by written notice to the Agent within 10 days of Borrower and the Agent's notification of its determination of Lenders, designate the new Borrowing BaseBase available to the Borrower. If Such designation shall be effective as of the Applicable Lenders fail to approve Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base made by in accordance with this Agreement. Anything herein contained to the Agent and Syndication Agent hereunder within contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such 10 days then, within an additional 5 days, determination or redetermination shall require the Applicable approval of all the Lenders in their sole discretion shall determine the Borrowing Base in accordance with their respective customary practices and standards for oil and gas loans.lending as they exist at the particular time. Credit Agreement (First Lien)

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 January 1 of each calendar year commencing December 31, 2000, and in any event prior to April 1 of the following each calendar year, the Borrower shall furnish to the Agent, the Syndication Administrative Agent and each Lender the Lenders a report Reserve Report in form and substance satisfactory to the Agent and Syndication Administrative Agent, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lendersan Approved Engineer, which report Reserve Report shall be dated as of December 31st January 1 of such calendar year year, together with additional data concerning pricing, hedging, quantities and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties and a projection purchasers of the rate of production and net operating income with respect thereto, as of such dateproduction, and a projection of other information and engineering and geological data as the rate of production and net operating income with respect thereto, as of such dateAdministrative Agent may request. Upon After receipt of all such report relating to the Oil Reserve Report and Gas Propertiesinformation, the Agent and Syndication Administrative Agent shall make a an initial determination within 25 days of the receipt of such report of new Borrowing Base (the amount of Senior Debt which the Borrower may maintain (herein as determined and redetermined from time to time and in effect on any date called the "“Proposed Borrowing Base") on account of such reserves as of such -------------- December 31st, subject to the approval of the Applicable Lenders as provided in this Section”), and upon such initial determination the Agent shall promptly notify the Lenders in writing of the its initial determination of the Proposed Borrowing Base. The Such initial determination of the Borrowing Base made by the Agent and Syndication Administrative Agent shall be so made by the Agent and Syndication Administrative Agent in the exercise of their its sole discretion in accordance with taking into account all relevant factors including, but not limited to, the Agent's financial condition, Debt, Hedging Agreements and Syndication Agent's customary practices business of Borrower and standards for oil and gas loansits Subsidiaries. In no event shall the Proposed Borrowing Base exceed the aggregate Loan Commitments of the Lenders. The Applicable Required Lenders may shall approve or reject the Administrative Agent's and Syndication Agent's ’s initial determination of the Proposed Borrowing Base by written notice to the Agent within 10 days Administrative Agent. If the Required Lenders fail to approve any such determination of the Agent's notification Proposed Borrowing Base made by the Administrative Agent hereunder in such 30 day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of its determination this Section 2.8.2 and, subject to the last sentence of this Section 2.8.2, such amount shall become the new Borrowing Base effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the new Borrowing Base, the Administrative Agent shall, by telephonic, telecopy or written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. If the Applicable Lenders fail to approve the determination Such designation shall be effective as of the day specified in such notice (or, if no effective date is specified in such notice, the day of delivery of such written notice) and such new Borrowing Base made by shall, subject to the Agent and Syndication Agent hereunder within such 10 days thenreductions described in Section 2.8.6 below, within an additional 5 days, remain in effect until the Applicable Lenders in their sole discretion shall determine next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their respective customary practices and standards for oil and gas loanssole discretion.

Annual Scheduled Determinations of the Borrowing Base. Promptly after December 31 January 1 of each calendar year year, commencing December 31January 1, 20002007, and in any event prior to April 1 March 31 of the following each calendar yearyear (commencing March 31, 2007), the Borrower shall furnish to the Agent, the Syndication Administrative Agent and each Lender the Lenders a Reserve Report (and a separate report using the Administrative Agent's internal pricing assumptions as provided by the Administrative Agent not less than five (5) days prior to the date such Reserve Report is due) in form and substance satisfactory to the Agent and Syndication Administrative Agent, prepared or audited by Netherland, Xxxxxx and Associates, Inc. or such other engineering firm as may be selected by the Borrower with the prior approval of the Required Lendersan Approved Engineer, which report Reserve Report shall be dated as of December 31st January 1 of such calendar year year, together with additional data concerning pricing, hedging, quantities and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties and a projection purchasers of the rate of production and net operating income with respect thereto, as of such dateproduction, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Borrower shall also deliver a projection of similar report (prepared by the rate of production Borrower) on the Probable Reserves and net operating income with respect thereto, as of such datePossible Reserves which Borrower intends to drill over the next twelve (12) month period (the "Probable and Possible Report") and the Financial Forecast. Upon Within 15 days after receipt of all such report relating to the Oil Reserve Report and Gas Propertiesinformation, the Agent and Syndication Administrative Agent shall make a an initial determination within 25 days of the receipt of such report of the amount of Senior Debt which the Borrower may maintain new Borrowing Base (herein as determined and redetermined from time to time and in effect on any date called the "Proposed Borrowing Base") on account of such reserves as of such -------------- December 31st, subject to the approval of the Applicable Lenders as provided in this Section), and upon such initial determination the Agent shall promptly notify the Lenders in writing of the its initial determination of the Proposed Borrowing Base. The Such initial determination of the Borrowing Base made by the Agent and Syndication Administrative Agent shall be so made by the Agent and Syndication Administrative Agent in the exercise of their its sole discretion in accordance with the Agent's and Syndication Administrative Agent's customary practices and standards for oil and gas loanslending as they exist at the particular time. In no event shall the Proposed Borrowing Base exceed the aggregate Loan Commitments of the Lenders. The Applicable Required Lenders may shall approve or reject the Administrative Agent's and Syndication Agent's initial determination of the Proposed Borrowing Base by written notice to the Administrative Agent within 10 fifteen (15) days of the Administrative Agent's notification of its initial determinations; provided however that failure by any Lender to confirm in writing, the Administrative Agent's determinations of the Proposed Borrowing Base shall be and shall be deemed, an approval of the Proposed Borrowing Base. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.2 and, subject to the last sentence of this Section 2.8.2, such amount shall become the new Borrowing Base effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the new Borrowing Base, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. If Such designation shall be effective as of the Applicable Lenders fail Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall, subject to approve the reductions described in Section 2.8.7 below, remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall only be made by at the Agent request of the Borrower and Syndication Agent hereunder within such 10 days then, within an additional 5 days, shall require the Applicable approval of all the Lenders in their sole discretion shall determine the Borrowing Base in accordance with their respective customary practices and standards for oil and gas loanslending as they exist at the particular time.