Common use of Scheduled Borrowing Base Determinations Clause in Contracts

Scheduled Borrowing Base Determinations. At all times prior to the Termination Date, the Effective Amount shall not exceed the Borrowing Base then in effect. The initial Borrowing Base hereunder shall be $147,000,000. The Borrowing Base shall be redetermined by the Banks in their exclusive discretion for each Borrowing Base Period (each such determination a "Scheduled Borrowing Base Determination") commencing October 1, 2006, and effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by the Banks, in accordance with the provisions herein contained and their lending practices then in effect for loans of this nature, of the loan collateral value assigned to the Mortgaged Properties and such other credit factors (including without limitation the assets, liabilities, cash flow, current Derivative Contracts, business, properties, prospects, management and ownership of Borrower) which Banks in their sole discretion deem significant. Upon each redetermination of the Borrowing Base, Administrative Agent shall recommend to the Banks a new Borrowing Base and the Banks in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall, by unanimous agreement, establish the redetermined Borrowing Base. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, the Banks may nonetheless determine a new Borrowing Base. The Banks may, in their exclusive discretion, establish a Borrowing Base which is higher than the Borrowing Base that would otherwise be in effect if Banks determined the Borrowing Base based on each Bank's application of the credit standards and other lending criteria and credit factors customarily applied by each such Bank in the determination of credit limitations for companies similar to Borrower ("Conforming Credit Criteria"), and the Banks shall (by unanimous agreement in the case of

Scheduled Borrowing Base Determinations. At all times prior to the Termination Date, Date the Effective Amount shall not exceed the Borrowing Base then in effect. The initial Borrowing Base hereunder shall be $147,000,00085,000,000. The Borrowing Base shall be redetermined by the Banks in their exclusive sole discretion for each Borrowing Base Period (each such determination a "“Scheduled Borrowing Base Determination"”) commencing October June 1, 20062012, and effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by each of the Banks, in accordance with the provisions herein contained and their its lending practices then in effect for loans of this nature, of the loan collateral value assigned to the Mortgaged Borrowing Base Properties and such other credit factors (including without limitation the assets, liabilities, cash flow, current Derivative Contracts, business, properties, prospects, management and ownership of Borrower) which Banks each Bank in their its sole discretion deem deems significant. Upon each redetermination of the Borrowing Base, Administrative Agent shall recommend to the Banks a new Borrowing Base and the Banks in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall, shall (by unanimous agreement, agreement in the case of Borrowing Base increases and by agreement of the Majority Banks in the case of no change or decreases in the Borrowing Base) establish the redetermined Borrowing Base. Such redetermination shall be given by notice to the Borrower by June 1 or December 1, as the case may be, or as soon thereafter as is reasonably practicable. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, the Banks may nonetheless determine a new Borrowing Base. The If the Banks may, in their exclusive discretion, establish or Majority Banks cannot agree on a Borrowing Base which is higher than Amount, the Borrowing Base that would otherwise amount shall be in effect if Banks the lowest determined the Borrowing Base based on each by any Bank's application of the credit standards and other lending criteria and credit factors customarily applied by each such Bank in the determination of credit limitations for companies similar to Borrower ("Conforming Credit Criteria"), and the Banks shall (by unanimous agreement in the case of.

Scheduled Borrowing Base Determinations. At all times prior to the Termination Date, Date the Effective Amount shall not exceed the Borrowing Base then in effect. The From and after the Effective Date, the initial Borrowing Base hereunder shall be $147,000,000700,000,000.00, until redetermined pursuant to the terms of this Section 2.05. The Upon notice to the Company, the Borrowing Base shall be redetermined by the Banks in their exclusive discretion for each Borrowing Base Period (on each such determination a "Scheduled Borrowing Base Determination") commencing October 1, 2006Determination Date, and each such redetermination shall be effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by the Banks, in accordance with the provisions herein contained and their lending practices then in effect for loans of this nature, of be determined based upon the loan collateral value assigned to the Mortgaged Oil and Gas Properties owned by the Company and its Subsidiaries and such other credit factors (including without limitation the assets, liabilities, cash flow, current Derivative Contracts, business, properties, prospects, management and ownership of Borrowerthe Loan Parties) which Banks the Lenders deem significant. The Lenders’ determination of the Borrowing Base shall be in their sole discretion deem significantand shall not be subject to review or challenge under Sections 11.17 and 11.18 hereof. Upon each redetermination of the Borrowing Base, the Administrative Agent shall recommend to the Banks Lenders a new Borrowing Base and the Banks Lenders in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall, shall (by unanimous agreement, agreement in the case of Borrowing Base increases and by agreement of the Required Lenders in the case of Borrowing Base decreases or affirmations) establish the redetermined Borrowing Base. If Borrower the Company does not furnish the Reserve Reports or all such other information and data by the date required, the Banks Lenders may nonetheless determine a new Borrowing Base. The Banks may, in their exclusive discretion, establish a Borrowing Base which It is higher than expressly understood that the Lenders shall have no obligation to determine the Borrowing Base that would otherwise be at any particular amount, either in effect if Banks determined relation to the Borrowing Base based on each Bank's application of the credit standards and other lending criteria and credit factors customarily applied by each such Bank in the determination of credit limitations for companies similar to Borrower ("Conforming Aggregate Maximum Credit Criteria"), and the Banks shall (by unanimous agreement in the case ofAmount or otherwise.

Scheduled Borrowing Base Determinations. At all times prior to the Termination Date, Date the Effective Amount shall not exceed the Borrowing Base then in effect. The From and after the Effective Date, the initial Borrowing Base hereunder shall be $147,000,000735,000,000.00, until redetermined pursuant to the terms of this Section 2.05. The Upon notice to the Company, the Borrowing Base shall be redetermined by the Banks in their exclusive discretion for each Borrowing Base Period (on each such determination a "Scheduled Borrowing Base Determination") commencing October 1, 2006Determination Date, and each such redetermination shall be effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by the Banks, in accordance with the provisions herein contained and their lending practices then in effect for loans of this nature, of be determined based upon the loan collateral value assigned to the Mortgaged Oil and Gas Properties owned by the Loan Parties and BEP I and such other credit factors (including without limitation the assets, liabilities, cash flow, current Derivative Contracts, business, properties, prospects, management and ownership of Borrowerthe Loan Parties and BEP I) which Banks the Lenders deem significant. The Lenders’ determination of the Borrowing Base shall be in their sole discretion deem significantand shall not be subject to review or challenge under Sections 11.17 and 11.18 hereof. Upon each redetermination of the Borrowing Base, the Administrative Agent shall recommend to the Banks Lenders a new Borrowing Base and the Banks Lenders in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall, shall (by unanimous agreement, agreement in the case of Borrowing Base increases and by agreement of the Required Lenders in the case of Borrowing Base decreases or affirmations) establish the redetermined Borrowing Base. If Borrower the Company does not furnish the Reserve Reports or all such other information and data by the date required, the Banks Lenders may nonetheless determine a new Borrowing Base. The Banks may, in their exclusive discretion, establish a Borrowing Base which It is higher than expressly understood that the Lenders shall have no obligation to determine the Borrowing Base that would otherwise be at any particular amount, either in effect if Banks determined relation to the Borrowing Base based on each Bank's application of the credit standards and other lending criteria and credit factors customarily applied by each such Bank in the determination of credit limitations for companies similar to Borrower ("Conforming Aggregate Maximum Credit Criteria"), and the Banks shall (by unanimous agreement in the case ofAmount or otherwise.

Scheduled Borrowing Base Determinations. At all times prior to the Termination Date, Date the Effective Amount shall not exceed the Borrowing Base then in effect. The initial Borrowing Base hereunder shall be $147,000,00070,000,000. The Borrowing Base shall be redetermined by the Banks in their exclusive sole discretion for each Borrowing Base Period (each such determination a "“Scheduled Borrowing Base Determination"”) commencing October 1, 20062005, and effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by the Banks, in accordance with the provisions herein contained and their lending practices then in effect for loans of this nature, of the loan collateral value assigned to the Mortgaged Properties and such other credit factors (including without limitation the assets, liabilities, cash flow, current Derivative Contracts, business, properties, prospects, management and ownership of Borrower) which Banks in their sole discretion deem significant. Upon each redetermination of the Borrowing Base, Administrative Agent shall recommend to the Banks a new Borrowing Base and the Banks in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall, shall (by unanimous agreement, agreement in the case of Borrowing Base increases and by agreement of the Required Banks in the case of Borrowing Base affirmations or decreases) establish the redetermined Borrowing Base. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, the Banks may nonetheless determine a new Borrowing Base. The Banks may, in their exclusive discretion, establish a Borrowing Base which is higher than the Borrowing Base that would otherwise be in effect if Banks determined the Borrowing Base based on each Bank's application of the credit standards and other lending criteria and credit factors customarily applied by each such Bank in the determination of credit limitations for companies similar to Borrower ("Conforming Credit Criteria"), and the Banks shall (by unanimous agreement in the case of.

Scheduled Borrowing Base Determinations. At all times prior to the Termination Date, Date the Effective Amount shall not exceed the Borrowing Base then in effect. The Subject to Section 8.05(e)(ii) , from and after the Effective Date, the initial Borrowing Base hereunder shall be $147,000,0002,500,000,000.00, until redetermined pursuant to the terms of this Section 2.05. The Upon notice to the Company, the Borrowing Base shall be redetermined by the Banks in their exclusive discretion for each succeeding Borrowing Base Period (on each such determination a "Scheduled Borrowing Base Determination") commencing October 1, 2006Determination Date, and each such redetermination shall be effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by the Banks, in accordance with the provisions herein contained and their lending practices then in effect for loans of this nature, of be determined based upon the loan collateral value assigned to the Mortgaged Oil and Gas Properties owned by the Company and its Subsidiaries and such other credit factors (including without limitation the assets, liabilities, cash flow, current Derivative Contracts, business, properties, prospects, management and ownership of Borrowerthe Loan Parties) which Banks that the Lenders deem significant. The Lenders’ determination of the Borrowing Base shall be in their sole discretion deem significantdiscretion. Upon each redetermination of the Borrowing Base, the Administrative Agent shall recommend to the Banks Lenders a new Borrowing Base and the Banks Lenders in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall, shall (by unanimous agreement, agreement in the case of Borrowing Base increases and by agreement of the Required Lenders in the case of Borrowing Base decreases or affirmations) establish the redetermined Borrowing Base. If Borrower the Company does not furnish the Reserve Reports or all such other information and data by the date required, the Banks Lenders may nonetheless determine a new Borrowing Base. The Banks may, in their exclusive discretion, establish a Borrowing Base which It is higher than expressly understood that the Lenders shall have no obligation to determine the Borrowing Base that would otherwise be at any particular amount, either in effect if Banks determined relation to the Borrowing Base based on each Bank's application of Aggregate Maximum Credit Amount or the credit standards and other lending criteria and credit factors customarily applied by each such Bank in the determination of credit limitations for companies similar to Borrower ("Conforming Credit Criteria"), and the Banks shall (by unanimous agreement in the case ofElected Commitment Amount.

Scheduled Borrowing Base Determinations. At all times prior to the Termination Date, Date the Effective Amount shall not exceed the Borrowing Base then in effect. The initial Borrowing Base hereunder shall be $147,000,0007,500,000. The Borrowing Base shall be redetermined by the Banks in their exclusive sole discretion for each Borrowing Base Period (each such determination a "Scheduled Borrowing Base Determination") commencing October on April 1, 20062003 and at any other time, from time to time, in the Banks' sole discretion, and effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by the Banks, in accordance with the provisions herein contained and their its lending practices then in effect for loans of this nature, of the loan collateral value assigned to the Mortgaged Properties and such other credit factors (including without limitation the assets, liabilities, cash flow, current Derivative Contracts, business, properties, prospects, management and ownership of Borrower) which Banks in their sole discretion deem significant. Upon each redetermination of the Borrowing Base, Administrative Agent shall recommend to the Banks a new Borrowing Base and the Banks in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall, shall (by unanimous agreement, agreement in the case of Borrowing Base increases and by agreement of the Majority Banks in the case of reaffirmations or Borrowing Base decreases) establish the redetermined Borrowing Base. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, the Banks may nonetheless determine a new Borrowing Base. The Banks may, in their exclusive discretion, establish a Borrowing Base which is higher than the Borrowing Base that would otherwise be in effect if Banks determined the Borrowing Base based on each Bank's application of the credit standards and other lending criteria and credit factors customarily applied by each such Bank in the determination of credit limitations for companies similar to Borrower ("Conforming Credit Criteria"), and the Banks shall (by unanimous agreement in the case of.

Scheduled Borrowing Base Determinations. At all times prior to the Termination Date, the Effective Amount shall not exceed the Borrowing Base Aggregate Commitment then in effect. The initial From and after the First Amendment Effective Date until adjusted in accordance with Section 2.04(f) or the definition of Borrowing Base hereunder or otherwise redetermined, the Conforming Borrowing Base shall be equal $147,000,000200,000,000 and the Borrowing Base shall equal $235,000,000. The Conforming Borrowing Base shall be redetermined by the Banks Lenders in good faith and consistent with their exclusive discretion usual and customary oil and gas lending criteria as they exist at the time for each Borrowing Base Period (each such determination determination, a "“Scheduled Borrowing Base Determination"”) commencing October on March 1, 20062013, and effective as of the date set forth in such notice of redetermination. The Conforming Borrowing Base shall represent the determination by the BanksLenders, in accordance with the provisions herein contained and their its lending practices then in effect for loans of this nature, of the loan collateral value assigned to the Mortgaged proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and such other credit factors (including without limitation the assets, liabilities, cash flow, current Derivative Contracts, business, properties, prospects, management and ownership of Borrower) which Banks the Lenders, in good faith and consistent with their sole discretion usual and customary oil and gas lending criteria as they exist at such time, deem significant. Upon In connection with each redetermination of the Conforming Borrowing Base, Administrative Agent shall recommend to the Banks Lenders a new Conforming Borrowing Base Base, and the Banks Lenders in accordance with their customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall, shall (by unanimous agreement, agreement in the case of the Conforming Borrowing Base increases and by agreement of the Required Lenders in the case of no change or decreases in the Conforming Borrowing Base) establish the redetermined Conforming Borrowing Base. If the Lenders or the Required Lenders, as the case may be, cannot agree on a Conforming Borrowing Base, (i) the amount of the Conforming Borrowing Base shall remain unchanged until such time as the Lenders or the Required Lenders, as the case may be, can agree on a new Conforming Borrowing Base pursuant to clause (ii) below or otherwise, and (ii) the Administrative Agent shall poll the Lenders to ascertain the highest Conforming Borrowing Base acceptable to a number of Lenders sufficient to constitute the Required Lenders or all Lenders, as applicable, and such amount shall constitute the new Conforming Borrowing Base upon notice to Borrower as indicated below. If any Lender shall fail to respond to Administrative Agent’s recommendation for the Conforming Borrowing Base within the requisite period for response, such Lender shall be deemed to have approved such recommendation. Such redetermination shall be given by notice to Borrower by the dates specified on Appendix I, or as soon thereafter as is reasonably practicable. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, the Banks Lenders may nonetheless determine a new Conforming Borrowing Base. The Banks may, in their exclusive discretion, establish a Borrowing Base which is higher than the Borrowing Base that would otherwise be in effect if Banks determined the Borrowing Base based on each Bank's application of the credit standards and other lending criteria and credit factors customarily applied by each such Bank in the determination of credit limitations for companies similar to Borrower ("Conforming Credit Criteria"), and the Banks shall (by unanimous agreement in the case of.