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

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 of each calendar year (commencing January 1, 2001), and in any event prior to March 15 of each calendar year, Borrower shall furnish to the Technical Lenders and the Combined Lenders a report in form and substance reasonably satisfactory to the Technical Lenders, prepared by Borrower's internal petroleum engineers and audited by an Approved Engineer, which report shall evaluate as of January 1 of such calendar year the Proven Reserves attributable to the Oil and Gas Properties which Borrower wishes to include in the Global 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 and quantities of production, and other information and engineering and geological data as any Technical Lender or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of May 1st of such calendar year, and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders in writing of the Technical Lenders' initial determination of the Global Borrowing Base. The Technical Lenders shall make such determination in accordance with each such Technical Lender's customary practices and standards for oil and gas loans and in the exercise of their respective sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 days following their receipt of the proposed amount for the redetermined Global Borrowing Base, the Borrowing Base Required Lenders shall approve or reject the Technical Lenders' initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; provided, however that failure by any Combined Lender to reject in writing the Technical Lenders' determination of the Global Borrowing Base within said 15 day period shall be deemed an acceptance of such determination by such Combined Lender. If the Borrowing Base Required Lenders fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders hereunder, then the Global Administrative Agent shall poll the Combined Lenders and the Global Borrowing Base shall be set at the highest amount on which the Borrowing Base Required Lenders can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Upon approval or deemed approval by the Borrowing Base Required Lenders of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to Borrower, the Agents and the Combined Lenders, designate the new Global Borrowing Base available to Borrower and the Canadian Borrowers as of May 1st of such calendar year (each such notice in this Section 2.7(b) or 2.7(c) below, herein a "Global Borrowing Base Designation Notice"). Upon receipt of such Global Borrowing Base Designation Notice, Borrower shall designate the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base to the Global Administrative Agent in accordance with Section 2.7(d)."

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 1st of each calendar year (commencing January 1, 20012004), and in any event prior to March 15 1st of each calendar year, the Borrower shall furnish to the Technical Lenders Global Administrative Agent and the Combined Lenders a report Reserve Report in form and substance reasonably satisfactory to the Technical Lenders, prepared by Borrower's internal petroleum engineers and audited by an Approved EngineerGlobal Administrative Agent, which report shall evaluate as of January 1 December 31st of such the immediately preceding calendar year the Proven Reserves attributable to the Oil and Gas Properties which the Borrower wishes to include in the Global Borrowing Base 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 and quantities of production, and other information and engineering and geological data as any Technical Lender the Global Administrative Agent or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders Global Administrative Agent shall make an initial determination of the amount of credit to be made available to the Borrower hereunder as of May 1st of such calendar yearhereunder, and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders in writing of the Technical Lenders' Global Administrative Agent’s initial determination of the Global Borrowing Base. The Technical Lenders Global Administrative Agent shall make such determination in accordance with each such Technical Lender's its customary practices and standards for oil and gas loans and in the exercise of their respective its sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 fifteen (15) days following their receipt of the proposed amount for the redetermined Global Borrowing Base, (x) the Borrowing Base Super Majority Lenders if the proposed amount is an increase or (y) the Required Lenders if the proposed amount is a decrease or maintenance, shall approve or reject the Technical Lenders' Global Administrative Agent’s initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; provided, however that failure by any Combined Lender to reject in writing the Technical Lenders' Global Administrative Agent’s determination of the Global Borrowing Base within said 15 fifteen (15) day period shall be deemed an acceptance of such determination by such Combined Lender. If the Borrowing Base Super Majority Lenders or the Required Lenders Lenders, as applicable, fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders Global Administrative Agent hereunder, then the Global Administrative Agent shall poll the Combined Lenders and the Global Borrowing Base shall be set at the highest amount on which the Super Majority Lenders if such number would result in an increase in the Global Borrowing Base or otherwise, the Required Lenders Lenders, can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Upon approval or deemed approval by the Borrowing Base Super Majority Lenders or the Required Lenders Lenders, as applicable, of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to the Borrower, the Agents and the Combined Lenders, designate the new Global Borrowing Base available to Borrower the Borrower, the Canadian Revolving Borrowers and the Canadian Borrowers as of May 1st of such calendar year Term Borrower (each such notice in this Section 2.7(b) or 2.7(c) below), herein a "“Global Borrowing Base Designation Notice"”). Upon The Global Borrowing Base Designation Notice shall also set forth the then applicable Revolving Borrowing Base as determined by the Global Administrative Agent. If the Combined Revolving Commitments are in effect and/or any Combined Revolving Obligations are outstanding, then upon receipt of such Global Borrowing Base Designation Notice, the Borrower shall designate the Allocated U.S. Revolving Borrowing Base and the Allocated Canadian Revolving Borrowing Base to the Global Administrative Agent in accordance with Section 2.7(d)."

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 of each calendar year (commencing January 1, 20012002), and in any event prior to March 15 1 of each calendar year, Borrower the Parent shall furnish to the Technical Lenders Global Administrative Agent and the Combined Lenders a report Reserve Report in form and substance reasonably satisfactory to the Technical Lenders, prepared by Borrower's internal petroleum engineers and audited by an Approved EngineerGlobal Administrative Agent, which report shall evaluate as of January 1 December 31 of such the immediately preceding calendar year the Proven Reserves attributable to the Oil and Gas Properties which Borrower the Parent wishes to include in the Global 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 and quantities of production, and other information and engineering and geological data as any Technical Lender the Global Administrative Agent or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders Global Administrative Agent shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of May 1st of such calendar yearthe Parent under the Credit Agreement, and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders in writing of the Technical Lenders' Global Administrative Agent's initial determination of the Global Borrowing Base. The Technical Lenders Global Administrative Agent shall make such determination in accordance with each such Technical Lender's its customary practices and standards for oil and gas loans and in the exercise of their respective its sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 days following their receipt of the proposed amount for the redetermined Global Borrowing Base, (x) the Borrowing Base Required Super Majority Lenders if the proposed amount is an increase or (y) the Majority Lenders if the proposed amount is a decrease or maintenance, shall approve or reject the Technical Lenders' Global Administrative Agent's initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; provided, however that failure by any Combined Lender to reject in writing the Technical Lenders' Global Administrative Agent's determination of the Global Borrowing Base within said 15 day period shall be deemed an acceptance of such determination by such Combined Lender. If the Borrowing Base Required Super Majority Lenders or the Majority Lenders, as applicable, fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders Global Administrative Agent hereunder, then the Global Administrative Agent shall poll the Combined Lenders and the Global Borrowing Base shall be set at the highest amount on which the Super Majority Lenders if such number would result in an increase in the Global Borrowing Base Required Lenders or otherwise, the Majority Lenders, can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Upon approval or deemed approval by the Borrowing Base Required Super Majority Lenders or the Majority Lenders, as applicable, of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to Borrowerthe Parent, the Agents and the Combined Lenders, designate the new Global Borrowing Base available to the Borrower and the Canadian Borrowers as of May 1st of such calendar year (each such notice in this Section 2.7(b) or 2.7(c) below, herein a "Global Borrowing Base Designation Notice"). Upon receipt of such Global Borrowing Base Designation Notice, Borrower shall designate the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base to the Global Administrative Agent in accordance with Section 2.7(d)."

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 of each calendar year (commencing January 1, 20012008), and in any event prior to March 15 of each calendar year, Borrower shall furnish to the Technical Lenders Global Administrative Agent and the Combined Lenders a report in form and substance reasonably satisfactory to the Technical LendersGlobal Administrative Agent, prepared by Borrower's internal petroleum engineers and audited by an Approved Engineer, which report shall evaluate as of January 1 of such calendar year the Proven Reserves attributable to the Oil and Gas Properties which Borrower wishes to include in the Global 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 and quantities of production, and other information and engineering and geological data as any Technical Lender the Global Administrative Agent or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders Global Administrative Agent shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of May 1st of such calendar year, and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders in writing of the Technical Lenders' Global Administrative Agent's initial determination of the Global Borrowing Base. The Technical Lenders Global Administrative Agent shall make such determination in accordance with each such Technical Lender's its customary practices and standards for oil and gas loans and in the exercise of their respective its sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 days following their receipt of the proposed amount for the redetermined Global Borrowing Base, the Borrowing Base Required Lenders shall approve or reject the Technical Lenders' Global Administrative Agent's initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; provided, however that failure by any Combined Lender to reject in writing the Technical Lenders' Global Administrative Agent's determination of the Global Borrowing Base within said 15 such 15-day period shall be deemed an acceptance of such determination by such Combined Lender. If the Borrowing Base Required Lenders fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders Global Administrative Agent hereunder, then the Global Administrative Agent shall poll the Combined Lenders and the Global Borrowing Base shall be set at the highest amount on which the Borrowing Base Required Lenders can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Upon approval or deemed approval by the Borrowing Base Required Lenders of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to Borrower, the Agents and the Combined Lenders, designate the new Global Borrowing Base available to Borrower and the Canadian Borrowers as of May 1st of such calendar year (each such notice in this Section 2.7(b) or 2.7(c) below, herein a "Global Borrowing Base Designation Notice"). Upon receipt of such Global Borrowing Base Designation Notice, Borrower shall designate the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base to the Global Administrative Agent in accordance with Section 2.7(d)."

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 1st of each calendar year (commencing January 1, 20012005), and in any event prior to March 15 15th of each calendar year, Borrower the Parent shall furnish to the Technical Lenders Global Administrative Agent and the Combined Lenders a report Reserve Report in form and substance reasonably satisfactory to the Technical Lenders, prepared by Borrower's internal petroleum engineers and audited by an Approved EngineerGlobal Administrative Agent, which report Reserve Report shall evaluate as of January 1 December 31st of such the immediately preceding calendar year the Proven Reserves Proved Mineral Interests attributable to the Oil and Gas Properties which Borrower the Parent wishes to include in the Global Borrowing Base 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 and quantities of production, and other information and engineering and geological data as any Technical Lender the Global Administrative Agent or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders Global Administrative Agent shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of May 1st of such calendar year, Global Borrowing Base and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders and the Parent in writing of the Technical Lenders' Global Administrative Agent’s initial determination of the Global Borrowing Base. The Technical Lenders Global Administrative Agent shall make such determination in accordance with each such Technical Lender's its customary practices and standards for oil and gas loans and in the exercise of their respective its sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 fifteen (15) days following their receipt of the proposed amount for the redetermined Global Borrowing Base, (x) each Combined Lender (and with the Borrowing Base agreement of the Parent, such agreement to be given in its sole discretion) if the proposed amount is an increase or (y) the Required Lenders if the proposed amount is a decrease or maintenance, shall approve or reject the Technical Lenders' Global Administrative Agent’s initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; provided, however that failure by any Combined Lender to reject in writing the Technical Lenders' Global Administrative Agent’s determination of the Global Borrowing Base within said 15 fifteen (15) day period shall be deemed an acceptance of such determination by such Combined Lender. If all of the Borrowing Base Combined Lenders (and with the agreement of the Parent, such agreement to be given in its sole discretion) or the Required Lenders Lenders, as applicable, fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders Global Administrative Agent hereunder, then the Global Administrative Agent shall poll the Combined Lenders or Required Lenders, as appropriate, and the Global Borrowing Base shall be set at the highest amount on which each Combined Lender (and with the agreement of the Parent, such agreement to be given in its sole discretion) if such number would result in an increase in the Global Borrowing Base Base, or otherwise, the Required Lenders can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Notwithstanding anything herein to the contrary, until the repayment in full of the Existing Subordinate Debt and the termination of the Subordinate Note Documents, the Global Borrowing Base shall not be increased to an amount greater than U.S.$300,000,000 unless the Parent has submitted evidence satisfactory to the Global Administrative Agent that such increase in the Global Borrowing Base is permitted at such time under the Subordinate Note Documents and that clause (a) of the definition of “Senior Indebtedness” in, and the other provisions of, the Subordinated Note Purchase Agreement and other Subordinate Note Documents are amended to the satisfaction of the Global Administrative Agent in order to reflect the subordination of the Existing Subordinate Debt to the Obligations hereunder, after giving effect to the increased Global Borrowing Base on the same terms of subordination contained in the Existing Subordinate Debt with respect to the Obligations immediately prior to such amendment(s) to the Existing Subordinate Debt, with such changes as acceptable to the Global Administrative Agent. Upon approval or deemed approval by each Combined Lender and the Borrowing Base Parent or the Required Lenders Lenders, as applicable, of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to Borrowerthe Parent, the Agents and the Combined Lenders, designate the new Global Borrowing Base available to Borrower the Parent and the Canadian Borrowers as of May 1st of such calendar year Borrower (each such notice in this Section 2.7(b) or 2.7(c) below), herein a "“Global Borrowing Base Designation Notice"”). Upon If the Combined Commitments are in effect and/or any Combined Obligations are outstanding, then upon receipt of such Global Borrowing Base Designation Notice, Borrower the Parent shall designate the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base to the Global Administrative Agent in accordance with Section 2.7(d). The Parent shall be deemed to have agreed to the Global Borrowing Base as set forth in such Global Borrowing Base Designation Notice unless it informs the Global Administrative Agent in writing of its objection thereto prior to the date it designates the Allocated U.S. Borrowing Base and Allocated Canadian Borrowing Base pursuant to Section 2.7(d) following its receipt of such Global Borrowing Base Designation Notice."

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 1st of each calendar year (commencing January 1, 20012004), and in any event prior to March 15 1st of each calendar year, Borrower the Parent shall furnish to the Technical Lenders Global Administrative Agent and the Combined Lenders a report Reserve Report in form and substance reasonably satisfactory to the Technical Lenders, prepared by Borrower's internal petroleum engineers and audited by an Approved EngineerGlobal Administrative Agent, which report shall evaluate as of January 1 December 31st of such the immediately preceding calendar year the Proven Reserves attributable to the Oil and Gas Properties which Borrower the Parent wishes to include in the Global Borrowing Base 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 and quantities of production, and other information and engineering and geological data as any Technical Lender the Global Administrative Agent or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders Global Administrative Agent shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of May 1st of such calendar yearthe Parent, and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders in writing of the Technical Lenders' Global Administrative Agent’s initial determination of the Global Borrowing Base. The Technical Lenders Global Administrative Agent shall make such determination in accordance with each such Technical Lender's its customary practices and standards for oil and gas loans and in the exercise of their respective its sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 fifteen (15) days following their receipt of the proposed amount for the redetermined Global Borrowing Base, (x) the Borrowing Base Super Majority Lenders if the proposed amount is an increase or (y) the Required Lenders if the proposed amount is a decrease or maintenance, shall approve or reject the Technical Lenders' Global Administrative Agent’s initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; provided, however that failure by any Combined Lender to reject in writing the Technical Lenders' Global Administrative Agent’s determination of the Global Borrowing Base within said 15 fifteen (15) day period shall be deemed an acceptance of such determination by such Combined Lender. If the Borrowing Base Super Majority Lenders or the Required Lenders Lenders, as applicable, fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders Global Administrative Agent hereunder, then the Global Administrative Agent shall poll the Combined Lenders and the Global Borrowing Base shall be set at the highest amount on which the Super Majority Lenders if such number would result in an increase in the Global Borrowing Base or otherwise, the Required Lenders Lenders, can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Upon approval or deemed approval by the Borrowing Base Super Majority Lenders or the Required Lenders Lenders, as applicable, of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to Borrowerthe Parent, the Agents and the Combined Lenders, designate the new Global Borrowing Base available to Borrower the Parent, the Borrowers and the Canadian Borrowers as of May 1st of such calendar year Term Borrower (each such notice in this Section 2.7(b) or 2.7(c) below, herein a "“Global Borrowing Base Designation Notice"”). Upon receipt of such The Global Borrowing Base Designation Notice, Borrower Notice shall designate also set forth the Allocated U.S. then applicable Revolving Borrowing Base and the Allocated Canadian Borrowing Base to as determined by the Global Administrative Agent in accordance with Section 2.7(d)Agent."

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 1st of each calendar year (commencing January 1, 20012004), and in any event prior to March 15 1st of each calendar year, Borrower the Parent shall furnish to the Technical Lenders Global Administrative Agent and the Combined Lenders a report Reserve Report in form and substance reasonably satisfactory to the Technical Lenders, prepared by Borrower's internal petroleum engineers and audited by an Approved EngineerGlobal Administrative Agent, which report shall evaluate as of January 1 December 31st of such the immediately preceding calendar year the Proven Reserves attributable to the Oil and Gas Properties which Borrower the Parent wishes to include in the Global Borrowing Base 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 and quantities of production, and other information and engineering and geological data as any Technical Lender the Global Administrative Agent or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders Global Administrative Agent shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of May 1st of such calendar yearthe Parent, and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders in writing of the Technical Lenders' Global Administrative Agent’s initial determination of the Global Borrowing Base. The Technical Lenders Global Administrative Agent shall make such determination in accordance with each such Technical Lender's its customary practices and standards for oil and gas loans and in the exercise of their respective its sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 fifteen (15) days following their receipt of the proposed amount for the redetermined Global Borrowing Base, (x) the Borrowing Base Super Majority Lenders if the proposed amount is an increase or (y) the Required Lenders if the proposed amount is a decrease or maintenance, shall approve or reject the Technical Lenders' Global Administrative Agent’s initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; provided, however that failure by any Combined Lender to reject in writing the Technical Lenders' Global Administrative Agent’s determination of the Global Borrowing Base within said 15 fifteen (15) day period shall be deemed an acceptance of such determination by such Combined Lender. If the Borrowing Base Super Majority Lenders or the Required Lenders Lenders, as applicable, fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders Global Administrative Agent hereunder, then the Global Administrative Agent shall poll the Combined Lenders and the Global Borrowing Base shall be set at the highest amount on which the Super Majority Lenders if such number would result in an increase in the Global Borrowing Base or otherwise, the Required Lenders Lenders, can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Upon approval or deemed approval by the Borrowing Base Super Majority Lenders or the Required Lenders Lenders, as applicable, of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to Borrowerthe Parent, the Agents and the Combined Lenders, designate the new Global Borrowing Base available to Borrower the Parent, the Borrowers and the Canadian Borrowers as of May 1st of such calendar year Term Borrower (each such notice in this Section 2.7(b) or 2.7(c) below, herein a "“Global Borrowing Base Designation Notice"). Upon receipt of such Global Borrowing Base Designation Notice, Borrower shall designate the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base to the Global Administrative Agent in accordance with Section 2.7(d”)."

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 of each calendar year (commencing January 1, 20012002), and in any event prior to March 15 1 of each calendar year, the Borrower shall furnish to the Technical Lenders Global Administrative Agent and the Combined Lenders a report Reserve Report in form and substance reasonably satisfactory to the Technical Lenders, prepared by Borrower's internal petroleum engineers and audited by an Approved EngineerGlobal Administrative Agent, which report shall evaluate as of January 1 December 31 of such the immediately preceding calendar year the Proven Reserves attributable to the Oil and Gas Properties which the Borrower wishes to include in the Global 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 and quantities of production, and other information and engineering and geological data as any Technical Lender the Global Administrative Agent or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders Global Administrative Agent shall make an initial determination of the amount of credit to be made available to the Borrower hereunder as of May 1st of such calendar yearhereunder, and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders in writing of the Technical Lenders' Global Administrative Agent's initial determination of the Global Borrowing Base. The Technical Lenders Global Administrative Agent shall make such determination in accordance with each such Technical Lender's its customary practices and standards for oil and gas loans and in the exercise of their respective its sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 days following their receipt of the proposed amount for the redetermined Global Borrowing Base, (x) the Borrowing Base Required Super Majority Lenders if the proposed amount is an increase or (y) the Majority Lenders if the proposed amount is a decrease or maintenance, shall approve or reject the Technical Lenders' Global Administrative Agent's initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; provided, however that failure by any Combined Lender to reject in writing the Technical Lenders' Global Administrative Agent's determination of the Global Borrowing Base within said 15 day period shall 34 40 be deemed an acceptance of such determination by such Combined Lender. If the Borrowing Base Required Super Majority Lenders or the Majority Lenders, as applicable, fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders Global Administrative Agent hereunder, then the Global Administrative Agent shall poll the Combined Lenders and the Global Borrowing Base shall be set at the highest amount on which the Super Majority Lenders if such number would result in an increase in the Global Borrowing Base Required Lenders or otherwise, the Majority Lenders, can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Upon approval or deemed approval by the Borrowing Base Required Super Majority Lenders or the Majority Lenders, as applicable, of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to the Borrower, the Agents and the Combined Lenders, designate the new Global Borrowing Base available to Borrower the Borrower, the Canadian Revolving Borrowers and the Canadian Borrowers as of May 1st of such calendar year Term Borrower (each such notice in this Section 2.7(b) or 2.7(c) below, herein a "Global Borrowing Base Designation Notice"). Upon If the Combined Revolving Commitments are in effect and/or any Combined Revolving Obligation is outstanding, then the Global Borrowing Base Designation Notice shall also set forth the then applicable Revolving Borrowing Base. If the Combined Revolving Commitments are in effect and/or any Combined Revolving Obligation is outstanding, then upon receipt of such Global Borrowing Base Designation Notice, the Borrower shall designate the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base to the Global Administrative Agent in accordance with Section 2.7(d)."

Annual Scheduled Determinations of the Global Borrowing Base. Promptly after January 1 of each calendar year (commencing January 1, 2001), and in any event prior to March 15 May 1 of each calendar year, Borrower shall furnish to the Technical Lenders and the Combined Lenders a report in form and substance reasonably satisfactory to the Technical Lenders, prepared by Borrower's internal petroleum engineers and audited by an Approved Engineer, which report shall evaluate as of January 1 of such calendar year the Proven Reserves attributable to the Oil and Gas Properties which Borrower wishes to include in the Global 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 and quantities of production, and other information and engineering and geological data as any Technical Lender or any Combined Lender may reasonably request. Within 30 days after receipt of such report and information, the Technical Lenders shall make an initial determination of the amount of credit to be made available to Borrower hereunder as hereunder, and the associated Loan Value of May 1st of such calendar yearthe Borrowing Base Properties included therein, and upon such initial determination shall promptly notify the Global Administrative Agent who on behalf of the Technical Lenders shall promptly notify the Combined Lenders in writing of the Technical Lenders' initial determination of the Global Borrowing Base. The Technical Lenders shall make such determination in accordance with each such Technical Lender's customary practices and standards for oil and gas loans and in the exercise of their respective sole discretion. If all of the Technical Lenders cannot agree on the appropriate amount for the redetermined Global Borrowing Base, and the associated Loan Value of the Borrowing Base Properties, then the amount shall be the highest amount on which all of the Technical Lenders can agree, it being understood that a Technical Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Technical Lender to be the appropriate value of the Global Borrowing Base. Within 15 days following their receipt of the proposed amount for the redetermined Global Borrowing Base, the Borrowing Base Required Lenders shall approve or reject the Technical Lenders' initial determination of the Global Borrowing Base by written notice to the Global Administrative Agent; providedPROVIDED, however HOWEVER that failure by any Combined Lender to reject in writing the Technical Lenders' determination of the Global Borrowing Base within said 15 day period shall be deemed an acceptance of such determination by such Combined Lender. If the Borrowing Base Required Lenders fail to approve any such determination of the Global Borrowing Base made by the Technical Lenders hereunder, then the Global Administrative Agent shall poll the Combined Lenders and the Global Borrowing Base, and the associated Loan Value of the Borrowing Base Properties, shall be set at the highest amount on which the Borrowing Base Required Lenders can agree, it being understood that a Combined Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Combined Lender to be the appropriate value of the Global Borrowing Base. Upon approval or deemed approval by the Borrowing Base Required Lenders of the Global Borrowing Base, the Global Administrative Agent upon notice thereof shall, by written notice to Borrower, the Agents and the Combined Lenders, designate the new Global Borrowing Base, and the associated Loan Value of the Borrowing Base Properties, available to Borrower and the Canadian Borrowers as of May 1st of such calendar year (each such notice in this Section SECTION 2.7(b) or 2.7(c) below, herein a "Global Borrowing Base Designation NoticeGLOBAL BORROWING BASE DESIGNATION NOTICE"). Upon receipt of such Global Borrowing Base Designation Notice, Borrower shall designate the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base to the Global Administrative Agent in accordance with Section SECTION 2.7(d)."