Common use of Calculation of Borrowing Base Clause in Contracts

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (or February 29th, as applicable) of each year, an Independent Engineering Report dated effective as of the immediately preceding December 31, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, the Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within thirty (30) days after receipt of all such Engineering Reports and information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i), the Required Lenders shall approve or reject the Administrative Agent's initial determinations of the proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent's notification of its initial determinations; provided, however that, the failure by any Lender to confirm in writing the Administrative Agent's determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined 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 2.02(b)(i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.02(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. 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. Such designation shall be effective as of the 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 in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) 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 written approval (and not deemed approval) of all the Lenders in their sole discretion but subject to paragraph (d) of this Section 2.02, and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Lenders.

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (28 or February 29th29, as applicableapplicable (beginning February 29, 2008) of each year, an Independent Engineering Report dated effective as of the immediately preceding December 31, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, the Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within thirty (30) days after receipt of all such Engineering Reports Report and information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i), the Required Lenders shall approve or reject the Administrative Agent's ’s initial determinations of the proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent's ’s notification of its initial determinations; provided, however that, the failure by any Lender to confirm in writing the Administrative Agent's ’s determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined by the Administrative Agent hereunder in such fifteen (15) HOUSTON\2059604 -24- 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 2.02(b)(i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.02(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. 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. Such designation shall be effective as of the 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 in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) 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 written approval (and not deemed approval) of all the Lenders in their sole discretion but subject to paragraph (d) of this Section 2.02, and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Lenders.

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (28 or February 29th29, as applicableapplicable (beginning February 29, 2008) of each year, an Independent Engineering Report dated effective as of the immediately preceding December 31, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, the Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within thirty (30) days after receipt of all such Engineering Reports Report and information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i), the Required Lenders shall approve or reject the Administrative Agent's initial determinations of the proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent's notification of its initial determinations; provided, however that, the failure by any Lender to confirm in writing the Administrative Agent's determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined 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 2.02(b)(i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.02(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. 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. Such designation shall be effective as of the 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 in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) 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 written approval (and not deemed approval) of all the Lenders in their sole discretion but subject to paragraph (d) of this Section 2.02, and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Lenders.

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (or February 29thMarch 1, as applicableapplicable (beginning March 1, 2016) of each year, an Independent Engineering Report dated effective as of the immediately preceding December 31, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, the Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on . On or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within about thirty (30) days after receipt of all the Independent Engineering Report and such Engineering Reports and other information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i), the Required Lenders shall approve or reject the Administrative Agent's initial determinations determination of the proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent's notification of its initial determinationsdetermination; provided, however that, the failure by any Lender to confirm in writing the Administrative Agent's determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined 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 2.02(b)(i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.02(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. 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. Such designation shall be effective as of the 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 in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) 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 written approval (and not deemed approval) of all the Lenders in their sole discretion but subject to paragraph (de) of this Section 2.02, and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Lenders, and (C) any determination or redetermination of the Borrowing Base resulting in any decrease of the Borrowing Base in effect immediately prior to such determination or redetermination shall not require the approval of any Defaulting Lender (and the definition of "Required Lenders" will automatically be deemed modified accordingly with respect to any such determination or redetermination).

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (28 or February 29th29, as applicableapplicable (beginning February 29, 2012) of each year, an Independent Engineering Report dated effective as of the immediately preceding December 31, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, the Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on . On or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within about thirty (30) days after receipt of all the Independent Engineering Report and such Engineering Reports and other information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i), the Required Lenders shall approve or reject the Administrative Agent's ’s initial determinations determination of the proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent's ’s notification of its initial determinationsdetermination; provided, however that, the failure by any Lender to confirm in writing the Administrative Agent's ’s determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined 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 2.02(b)(i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.02(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. 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. Such designation shall be effective as of the 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 in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) 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 written approval (and not deemed approval) of all the Lenders in their sole discretion but subject to paragraph (de) of this Section 2.02, and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Lenders, and (C) any determination or redetermination of the Borrowing Base resulting in any decrease of the Borrowing Base in effect immediately prior to such determination or redetermination shall not require the approval of any Defaulting Lender (and the definition of "Required Lenders" will automatically be deemed modified accordingly with respect to any such determination or redetermination).

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (or February 29th, as applicable) of each year, March 15 an Independent Engineering Report dated effective as of the immediately preceding December 31January 1, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, . On or about 15 days after receipt of the Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within thirty (30) days after receipt of all such Engineering Reports and information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i), the Required Lenders shall approve or reject the Administrative Agent's ’s initial determinations determination of the proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) on or about 15 days of after the Administrative Agent's ’s notification of its initial determinationsdetermination; provided, however thathowever, that the failure by any Lender to confirm or reject in writing the Administrative Agent's ’s determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined 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 2.02(b)(i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.02(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. 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. Such designation shall be effective as of the 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 in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) 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 written approval (and not deemed approval) of all the Lenders in their sole discretion but subject to paragraph (d) of this Section 2.022.02(e), and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Lenders, and (C) any determination or redetermination of the Borrowing Base resulting in any decrease or reaffirmation of the Borrowing Base in effect immediately prior to such determination or redetermination shall not require the approval of any Defaulting Lender (and the definition of “Required Lenders” will automatically be deemed modified accordingly with respect to any such determination or redetermination).

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (or February 29th, as applicable) April 1 of each calendar year, beginning April 1, 2008, (A) an Independent Engineering Report dated effective as of the immediately preceding December 31January 1, (B) an Oil and Gas Property Certificate and a Farmout/Participation Property Certificate, each dated effective as of such April 1 date, (C) its requested amount for the redetermined Borrowing Base, and (D) such other information and data as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, the Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on or before February 29, 2008, covering all of the Oil Borrower and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition)Restricted Subsidiaries, and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering including all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within thirty twenty (3020) days after the Administrative Agent and the Lenders’ receipt of all such Independent Engineering Reports Report, Oil and Gas Property Certificate and Farmout/Participation Property Certificate and other information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the proposed Borrowing Base. Subject deliver to the last sentence of this Section 2.02(b)(i), the Required Lenders shall approve or reject each Lender the Administrative Agent's initial determinations of ’s recommendation for the proposed redetermined Borrowing Base by written notice (which recommendation may, for the avoidance of doubt, be to leave the Administrative Agent within fifteen Borrowing Base unchanged or to decrease the Borrowing Base as further provided in this Section 2.02). Within ten (1510) days after the Lenders’ receipt of the Administrative Agent's notification of its initial determinations; provided’s recommendation, however that, the failure by any Lender to confirm in writing the Administrative Agent's determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll and the Lenders to ascertain in the highest proposed Borrowing Base then acceptable to case of an increase in the Required Lenders for purposes of this Section 2.02(b)(i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.02(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. Upon agreement by and the Administrative Agent and the Required Lenders in the case of a decrease in the Borrowing Base or a reaffirmation of the new then existing Borrowing Base, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the 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 redetermine the Borrowing Base in accordance with this Agreement. Notwithstanding anything contained herein to Section 2.02(d), and the contrary, (A) any determination or redetermination Administrative Agent shall promptly notify the Borrower in writing of the amount of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the written approval (and not deemed approval) of all the Lenders in their sole discretion but subject to paragraph (d) of this Section 2.02, and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Lendersas so redetermined.

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (or February 29thJuly 1, as applicable) of each yearbeginning July 1, 2009, an Independent Engineering Report dated effective as of the immediately preceding December 31April 1, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to . Within 45 days after the February 29, 2008 redetermination, Administrative Agent and the Lenders' receipt of such Independent Engineering Report delivered pursuant to this Section shall be comprised of and other information, (A) the Administrative Agent shall deliver to each Lender the Administrative Agent's recommendation for the redetermined Borrowing Base, (B) the Administrative Agent and the Lenders shall redetermine the Borrowing Base in accordance with Section 2.02(d), and (C) the Administrative Agent shall promptly notify the Borrower in writing of the amount of the Borrowing Base as so redetermined. (ii) The Borrower shall deliver to the Administrative Agent and each Lender on or before each January 1, beginning January 1, 2010, an Independent Internal Engineering Report dated effective as of December 31, 2007 and delivered on or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition)immediately preceding October 1, and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within thirty (30) 45 days after the Administrative Agent and the Lenders' receipt of all such Internal Engineering Reports Report and other information, (A) the Administrative Agent shall make an initial determination of deliver to each Lender the new Administrative Agent's recommendation for the redetermined Borrowing Base, (B) the Administrative Agent and the Lenders shall redetermine the Borrowing Base in accordance with Section 2.02(d), and upon such initial determination (C) the Administrative Agent shall promptly notify the Lenders Borrower in writing of its initial determination the amount of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i), the Required Lenders shall approve or reject the Administrative Agent's initial determinations of the proposed Borrowing Base by written notice as so redetermined. (iii) In the event that the Borrower does not furnish to the Administrative Agent within fifteen (15) days of the Administrative Agent's notification of its initial determinations; provided, however that, the failure by any Lender to confirm in writing the Administrative Agent's determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll and the Lenders to ascertain the highest proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.02(b)(iIndependent Engineering Report, Internal Engineering Report, or other information specified in clauses (i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on and (ii) above by the date specified in this Section 2.02(b)(i). Until such approval or deemed approvaltherein, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. Upon agreement by the Administrative Agent and the Required Lenders of (except that any increase in 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. Such designation shall be effective as of the 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 require the next determination or redetermination consent of all the Lenders) may nonetheless redetermine the Borrowing Base in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) any determination or redetermination of and redesignate the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the written approval (and not deemed approval) of all the Lenders from time-to-time thereafter in their sole discretion but subject to paragraph until the Administrative Agent and the Lenders receive the relevant Independent Engineering Report, Internal Engineering Report, or other information, as applicable, whereupon the Administrative Agent and the Required Lenders (dexcept that any increase in the Borrowing Base shall require the consent of all the Lenders) of shall redetermine the Borrowing Base as otherwise specified in this Section 2.02. (iv) Each delivery of an Engineering Report by the Borrower to the Administrative Agent and the Lenders shall constitute a representation and warranty by the Borrower to the Administrative Agent and the Lenders that (A) the Borrower and its Subsidiaries, as applicable, own the Oil and Gas Properties specified therein and that such Oil and Gas Properties are subject to an Acceptable Security Interest and free and clear of any Liens (except Permitted Liens), (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments on and as of the Lenders.date of such Engineering Report, the PDP

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (28 or February 29th29, as applicableapplicable (beginning February 28, 2010) of each year, an Independent Engineering Report dated effective as of the immediately preceding December 31, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, the Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Revolving Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within thirty (30) days after receipt of all the Independent Engineering Report and such Engineering Reports and other information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Revolving Lenders in writing of its initial determination of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i), the Required Revolving Lenders shall approve or reject the Administrative Agent's ’s initial determinations of the proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent's ’s notification of its initial determinations; provided, however that, the failure by any Revolving Lender to confirm in writing the Administrative Agent's ’s determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Revolving Lender. If the Required Revolving Lenders fail to approve any such proposed Borrowing Base determined by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Revolving Lenders to ascertain the highest proposed Borrowing Base then acceptable to the Required Revolving Lenders for purposes of this Section 2.02(b)(i) and, subject to the last sentence of this Section 2.02(b)(i), such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.02(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. Upon agreement by the Administrative Agent and the Required Revolving Lenders of the new Borrowing Base, the Administrative Agent shall, by written notice to the Borrower and the Revolving Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the 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 in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) 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 written approval (and not deemed approval) of all the Revolving Lenders in their sole discretion but subject to paragraph (d) of this Section 2.02, and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Revolving Lenders, and (C) any determination or redetermination of the Borrowing Base resulting in any decrease of the Borrowing Base in effect immediately prior to such determination or redetermination shall not require the approval of any Defaulting Lender (and the definition of "Required Revolving Lenders" will automatically be deemed modified accordingly with respect to any such determination or redetermination).

Calculation of Borrowing Base. (i) The Borrower shall deliver to the Administrative Agent and each of the Lenders on or before each February 28th (or February 29thMarch 1st, as applicable) of each yearbeginning March 1, 2013, an Independent Engineering Report dated effective as of the immediately preceding December 31January 1, and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; provided that with respect to the February 29, 2008 redetermination, the . If such Independent Engineering Report delivered pursuant to this Section shall be comprised of (A) an Independent Engineering Report dated effective as of December 31, 2007 and delivered on or before February 29, 2008, covering all of the Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (other than those Oil and Gas Properties acquired pursuant to the Closing Date Acquisition), and (B) an Independent Engineering Report dated effective as of a date on or before March 31, 2008 and delivered on or before April 30, 2008, covering all of the Oil and Gas Properties acquired by the Borrower or any of its Subsidiaries pursuant to the Closing Date Acquisition, in each case, together with such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. Within thirty are timely delivered, then within fifteen (3015) days after receipt of such Engineering Report and all such Engineering Reports and information, the Administrative Agent shall make an initial determination of the new Borrowing Base and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the proposed Borrowing Base. Subject to the last sentence of this Section 2.02(b)(i2.12(b)(i), the Required Lenders shall approve or reject the Administrative Agent's ’s initial determinations determination of the proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent's ’s notification of its initial determinationsdetermination; provided, however that, the failure by any Lender to confirm in writing the Administrative Agent's ’s determination of the proposed Borrowing Base within such fifteen (15) day period shall be deemed an approval of such proposed Borrowing Base by such Lender. If the Required Lenders fail to approve any such proposed Borrowing Base determined 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 2.02(b)(i2.12(b)(i) and, subject to the last sentence of this Section 2.02(b)(i2.12(b)(i), such amounts shall become the new Borrowing Base, Base effective on the date specified in this Section 2.02(b)(i2.12(b)(i). Until such approval or deemed approval, the Borrowing Base in effect before the proposed Borrowing Base shall remain in effect. 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, which Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery March 31st of such written notice) and such year. Such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Notwithstanding anything contained herein to the contrary, (A) 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 written approval (and not deemed approval) of all the Lenders in their sole discretion but subject to paragraph (d) of this Section 2.02, and (B) in no event shall the determined or redetermined Borrowing Base exceed the aggregate Commitments of the Lenders2.12(d).