Common use of Scheduled Redeterminations of the Borrowing Base; Procedures and Standards Clause in Contracts

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.1, Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required Banks. Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.14.1, Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Determination Date (or such date promptly thereafter as reasonably possible (a) based on the engineering and other information available to Banks, and (b) in accordance with, and consistent with, the subsequent provisions of this Section 4.2). Any Borrowing Base which becomes effective as a result of any Redetermination Determination of the Borrowing Base shall be subject to the following restrictions: (ai) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)4.1, (bii) such Borrowing Base shall not exceed the Total Commitment then in effect, (ciii) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such RedeterminationDetermination, such Borrowing Base shall be approved by all Banks, and (div) to the extent such any Borrowing Base which represents a decrease in the Borrowing Base in effect prior to such RedeterminationDetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by only require approval of Required Banks. Each Redetermination Determination shall be made by Banks in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise be in their sole discretion. Without limiting Administrative Agent shall propose such discretionredetermined Borrowing Base to Banks within thirty (30) days following receipt by Administrative Agent and Banks of a Reserve Report. After having received notice of such proposal by Administrative Agent, Borrower and WPC acknowledge and agree that Required Banks (ior all Banks in the event of a proposed increase) may make shall have fifteen (15) days to agree or disagree with such assumptions regarding appropriate existing proposal. If at the end of such fifteen (15) day period, Required Banks (or all Banks in the event of a proposed increase) have not communicated their approval or disapproval, such silence shall be deemed an approval and projected pricing for Hydrocarbons as they deem appropriate Administrative Agent’s proposal shall be the new Borrowing Base. If, however, Required Banks (or any Bank in their sole discretion, (iithe event of a proposed increase) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of notify Administrative Agent for the ratable benefit within such fifteen (15) day period of their disapproval, Required Banks to the extent required by Section 6.1 hereof, and (v) may make such other assumptions, considerations and exclusions as or all Banks deem appropriate in the exercise event of a proposed increase) shall, within a reasonable period of time, agree on a new Borrowing Base. In taking the above actions, Administrative Agent and Banks shall act in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise act in their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of which are consistent with its sole discretion normal and customary procedures for evaluating oil and gas reserves and shall have no obligation in connection with any Redetermination Determination to approve any increase from the Borrowing Base in effect prior to such RedeterminationDetermination. Promptly following any Redetermination Determination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in of such notice, and shall remain in effect for all purposes of this Agreement until the next RedeterminationPeriodic or Special Determination. Upon written request of Borrower at any time, but not more frequently than twice during any calendar year, Administrative Agent shall deliver to Borrower a calculation of the Recognized Value of all Proved Mineral Interests evaluated by Bank of America for purposes of the most recent redetermination of the Borrowing Base.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.02, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the amount of the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)the Borrowers, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within fifteen (15) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.02, or by all Lenders within such fifteen (15) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the tenth day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Hedging Contracts of the Borrowers and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrowers acknowledge and agree that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, interest note changes, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties) as the Administrative Agent and such Lender customarily considers in evaluating similar oil and gas credits. If the Borrowers do not furnish all information, (iv) are not reports and data required to consider be delivered by any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens date specified in favor this Article III, unless such failure is not the fault of the Borrowers, the Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) Lenders may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermineddescribed above. IT IS EXPRESSLY UNDERSTOOD THAT THE ADMINISTRATIVE AGENT AND LENDERS HAVE NO OBLIGATION TO DESIGNATE THE BORROWING BASE AT ANY PARTICULAR AMOUNTS, which Borrowing Base shall be effective as of the date specified in such noticeEXCEPT IN THE EXERCISE OF THEIR DISCRETION, and shall remain in effect for all purposes of this Agreement until the next RedeterminationWHETHER IN RELATION TO THE MAXIMUM FACILITY AMOUNT OR OTHERWISE.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Lenders pursuant to Section 5.12.13(a), Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as is reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by the Borrower pursuant to Section 5.1 2.13(a) or Section 5.3 2.13(c) (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment Aggregate Commitments then in effect, (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all BanksLenders, and (d) to the extent such any Borrowing Base which represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by the Required BanksLenders. Each Redetermination shall be made by Banks the Lenders in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise be in their sole discretion. Without limiting such discretion, the Borrower acknowledges and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed agrees that each Bank Lender may consider such other credit factors as it deems appropriate in the exercise of which are consistent with its sole discretion normal and customary procedures for evaluating oil and gas reserves and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. The Administrative Agent shall propose such redetermined Borrowing Base to the Lenders within 15 days following receipt by the Administrative Agent and each Lender of a Reserve Report pursuant to Section 2.13(a). Such proposed Borrowing Base shall be determined by the Administrative Agent (1) in accordance with its normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time, (2) in part by utilizing the arithmetic average of the Administrative Agent’s pricing forecast and discount rates established by the Administrative Agent and in existence at that particular time, adjusted to reflect the effect of the Borrower’s and its Restricted Subsidiaries’ Hedge Transactions, and (3) otherwise in its sole discretion. After having received notice of such proposed Borrowing Base by the Administrative Agent, the Required Lenders (or all Lenders in the event of a proposed increase) shall have fifteen (15) days to agree or disagree with such proposal. If at the end of such fifteen (15) day period, the Required Lenders (or all Lenders in the event of a proposed increase) have not communicated their approval or disapproval of the proposed Borrowing Base, such silence shall be deemed an approval and the Administrative Agent’s proposal shall be the new Borrowing Base. If, however, the Required Lenders (or any Lender in the event of a proposed increase) notify Administrative Agent within such fifteen (15) day period of their disapproval, the Required Lenders (or all Lenders in the event of a proposed increase) shall, within a reasonable period of time, agree on a new Borrowing Base. Promptly following any Redetermination of the Borrowing Base, the Administrative Agent shall notify the Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the amount of the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)the Borrower, (b) such Borrowing Base shall not exceed the Total Commitment then in effectMaximum Facility Amount, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interest as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which each Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties consisting of proved reserves at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of in accordance with the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes other provisions of this Agreement until the next RedeterminationSection.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Lenders pursuant to Section 5.12.15(a), Banks the Administrative Agent shall redetermine redetermine, and the Lenders shall approve, in their sole discretion and in each case as set forth below, the Borrowing Base on or prior to the next Redetermination Date beginning with the Redetermination Date occurring on April 1, 2015 (or such date promptly thereafter as is reasonably possible based on the engineering and other information available to Banksthe Administrative Agent). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by the Borrower pursuant to Section 5.1 2.15(a) or Section 5.3 2.15(c) (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment lesser of the (i) Maximum Facility Amount or (ii) the Aggregate Commitments then in effect, (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all BanksLenders (other than any Defaulting Lenders), and (d) to the extent such any Borrowing Base which represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by the Required BanksLenders. Each Redetermination shall be made by Banks the Lenders in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise be in their sole discretion. Without limiting such discretion, the Borrower acknowledges and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed agrees that each Bank Lender may consider such other credit factors as it deems appropriate in the exercise of which are consistent with its sole discretion normal and customary procedures for evaluating oil and gas reserves and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. The Administrative Agent shall propose such redetermined Borrowing Base to the Lenders within 15 days following receipt by the Administrative Agent of a Reserve Report pursuant to Section 2.15(a). Such proposed Borrowing Base shall be determined by the Administrative Agent (1) in accordance with its normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and (2) otherwise in its sole discretion. After having received notice of such proposed Borrowing Base by the Administrative Agent, the Required Lenders (or all Lenders other than Defaulting Lenders in the event of a proposed increase) shall have fifteen (15) days to agree or disagree with such proposal. If at the end of such fifteen (15) day period, the Required Lenders (or all Lenders other than Defaulting Lenders in the event of a proposed increase) have not communicated their approval or disapproval of the proposed Borrowing Base, such silence shall be deemed an approval and the Administrative Agent’s proposal shall be the new Borrowing Base. If, however, the Required Lenders (or any Lender other than a Defaulting Lender in the event of a proposed increase) notify Administrative Agent within such fifteen (15) day period of their disapproval, the Required Lenders (or all Lenders other than Defaulting Lenders in the event of a proposed increase) shall, within a reasonable period of time, agree on a new Borrowing Base. Promptly following any Redetermination of the Borrowing Base, the Administrative Agent shall notify the Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date and, if such Redetermination Date is prior to April 1, 2007, the Conforming Borrowing Base (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base or Conforming Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Conforming Borrowing Base shall not exceed the Total Commitment then in effectsuch Borrowing Base, (c) to the extent such Borrowing Base or Conforming Borrowing Base represents an increase from in the Borrowing Base or Conforming Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall or Conforming Borrowing Base, as the case may be, must be approved by all BanksLenders, and (d) to the extent such Borrowing Base or Conforming Borrowing Base represents a decrease in the Borrowing Base or Conforming Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base or Conforming Borrowing Base, such Borrowing Base shall or Conforming Borrowing Base, as the case may be, must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base or Conforming Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base or Conforming Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base or Conforming Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base or Conforming Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base or proposed Conforming Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base and proposed Conforming Borrowing Base, the Administrative Agent shall determine the Borrowing Base and Conforming Borrowing Base for such Redetermination by calculating the highest Borrowing Base and Conforming Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base or the Conforming Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base or the Conforming Borrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base and the Conforming Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base and the Conforming Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base and a new Conforming Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent's request for each Lender's proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, (ii) may make but based on the Administrative Agent's and such assumptions regarding projected rates Lender's usual and quantities customary procedures for evaluating Oil and Gas Interests as such exist at the time of future production such Redetermination, and including adjustments to reflect the effect of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements any Swap Agreements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) may make Restricted Subsidiaries as such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.exist at the

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.14.1, Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 4.1 or Section 5.3 4.4 (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment Aggregate Maximum Credit Amounts then in effect, (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required Banks. Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower acknowledges and WPC acknowledge and agree agrees that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower or the Restricted Subsidiaries as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower or a Restricted Subsidiary which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 5.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that that, in connection with each Redetermination, each Bank may consider such other credit factors as it deems appropriate including, without limitation, Borrower’s other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes, in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination. Notwithstanding the foregoing, the initial increase to the Borrowing Base set forth in Section 4.2 shall not be subject to the restrictions and procedures set forth above in this Section 4.3, but is instead is subject only to satisfaction of the conditions precedent set forth in Section 6.2.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the amount of the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)the Borrower, (b) such Borrowing Base shall not exceed the Total Commitment then in effectMaximum Facility Amount, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interest as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which each Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of in accordance with the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes other provisions of this Agreement until the next RedeterminationSection.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amount, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the amount of the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)the Borrower, (b) such Borrowing Base shall not exceed the Total Commitment then in effectMaximum Facility Amount, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interest as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which each Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the tenth (10th) day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and all Lenders or Required Lenders, as the case may be, in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and the Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and all Lenders or Required Lenders, as the case may be, shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the requisite Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks)the Lenders) in accordance with this Section 3.02. Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all Banksthe Super-Majority Borrowing Base Lenders, and (dc) to the extent such Borrowing Base represents a reaffirmation or decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. Each If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by the Super-Majority Borrowing Base Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or the Super-Majority Borrowing Base Lenders in the case of an increase in the Borrowing Base). The Borrower acknowledges and agrees that each Redetermination shall be made by Banks based upon the loan collateral value which the Administrative Agent and each Lender in their its sole discretion. Without limiting discretion (using such discretionmethodology, Borrower assumptions and WPC acknowledge discount rates as the Administrative Agent and agree that Banks such Lender customarily uses in assigning collateral value to Oil and Gas Interests) assigns to the Borrowing Base Properties at the time in question and based upon such other credit factors consistently applied (i) may make such assumptions regarding appropriate existing including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits, including adjustments to reflect the ratable benefit effect of Banks any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. It is expressly understood that the Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amount, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.14.1, Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 4.1 or Section 5.3 4.3 (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required Banks. Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower acknowledges and WPC acknowledge and agree agrees that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 5.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.02 and the Midstream Reports delivered to the Administrative Agent and each Lender pursuant to Section 6.01(l), Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the amount of the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)the Borrowers, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within fifteen (15) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.02, or by all Lenders within such fifteen (15) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the tenth day after the Administrative Agent's request for each Lender's proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent's and such Lender's usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Hedging Contracts of the Borrowers and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrowers acknowledge and agree that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties) as the Administrative Agent and such Lender customarily considers in evaluating similar oil and gas credits. If the Borrowers do not furnish all information, (iv) are not reports and data required to consider be delivered by any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens date specified in favor this Article III, unless such failure is not the fault of the Borrowers, the Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) Lenders may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermineddescribed above. IT IS EXPRESSLY UNDERSTOOD THAT THE ADMINISTRATIVE AGENT AND LENDERS HAVE NO OBLIGATION TO DESIGNATE THE BORROWING BASE AT ANY PARTICULAR AMOUNTS, which Borrowing Base shall be effective as of the date specified in such noticeEXCEPT IN THE EXERCISE OF THEIR DISCRETION, and shall remain in effect for all purposes of this Agreement until the next RedeterminationWHETHER IN RELATION TO THE MAXIMUM FACILITY AMOUNT OR OTHERWISE.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based Unless the Borrower is in an Investment Grade Period, and based in part on the Reserve Reports Report made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.02, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the amount of the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)the Borrower, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within fifteen (15) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.02, or by all Lenders within such fifteen (15) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the tenth day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Hedging Contracts of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors (including, without limitation, the assets, liabilities, cash flow, interest note changes, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties) as the Administrative Agent and such Lender customarily considers in evaluating similar oil and gas credits. If the Borrower does not furnish all information, (iv) are not reports and data required to consider be delivered by any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens date specified in favor this Article III, unless such failure is not the fault of the Borrower, the Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) Lenders may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermineddescribed above. IT IS EXPRESSLY UNDERSTOOD THAT THE ADMINISTRATIVE AGENT AND LENDERS HAVE NO OBLIGATION TO DESIGNATE THE BORROWING BASE AT ANY PARTICULAR AMOUNTS, which Borrowing Base shall be effective as of the date specified in such noticeEXCEPT IN THE EXERCISE OF THEIR DISCRETION, and shall remain in effect for all purposes of this Agreement until the next RedeterminationWHETHER IN RELATION TO THE MAXIMUM FACILITY AMOUNT OR OTHERWISE.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Engineering Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date and, if such Redetermination Date is prior to September 1, 2007, the Conforming Borrowing Base (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base or Conforming Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Conforming Borrowing Base shall not exceed the Total Commitment then in effectsuch Borrowing Base, (c) to the extent such Borrowing Base or Conforming Borrowing Base represents an increase from in the Borrowing Base or the Conforming Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall or Conforming Borrowing Base, as the case may be, must be approved by all BanksLenders, and (d) to the extent such Borrowing Base or Conforming Borrowing Base represents a decrease in the Borrowing Base or Conforming Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base or Conforming Borrowing Base, such Borrowing Base shall or Conforming Borrowing Base must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base or Conforming Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base and Conforming Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base or Conforming Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base and Conforming Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base and proposed Conforming Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base and proposed Conforming Borrowing Base, the Administrative Agent shall determine the Borrowing Base and Conforming Borrowing Base for such Redetermination by calculating the highest Borrowing Base and highest Conforming Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base or the Conforming Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, (ii) may make but based on the Administrative Agent’s and such assumptions regarding projected rates Lender’s usual and quantities customary procedures for evaluating oil and gas properties as such exist at the time of future production such Redetermination, and including adjustments to reflect the effect of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements any Swap Contracts of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which are subject to first and prior Liens in favor of the Administrative Agent for and each Lender in its sole discretion (using such methodology, assumptions and discount rates as the ratable benefit of Banks Administrative Agent and such Lender customarily uses in assigning collateral value to oil and gas properties) assigns to the extent required by Section 6.1 hereof, Borrowing Base Properties at the time in question and (v) may make based upon such other assumptionscredit factors consistently applied (including, considerations without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and exclusions ownership of the Loan Parties) as Banks deem appropriate the Administrative Agent and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the Administrative Agent and Lenders have no obligation to designate the Borrowing Base or the Conforming Borrowing Base at any particular amounts, except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this ARTICLE III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base and the Conforming Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base and the Conforming Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base and a new Conforming Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.1, Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable), (b) such Borrowing Base shall not exceed the Maximum Total Commitment then in effectAmount, (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required Banks. Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Parent and Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the amount of the Borrowing Base requested by the Borrower pursuant to Section 5.1 or Section 5.3 (as applicableunless an amount less than $50,000,000 was requested without the prior written consent of the Administrative Agent in which event the amount deemed requested by the Borrower shall be $50,000,000), (b) such Borrowing Base shall not exceed the Total Commitment then amount set forth in effectclause (i) of the definition of "Aggregate Revolving Commitment", (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent's request for each Lender's proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent's and such Lender's usual and customary procedures for evaluating Oil and Gas Interest as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which each Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Revolving Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and all Lenders or Required Lenders, as the case may be, in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and the Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and all Lenders or Required Lenders, as the case may be, shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks Lender pursuant to Section 5.14.1, Banks Lender shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to BanksLender). Any Borrowing Base which that becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 4.1 or Section 5.3 4.3 (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment then in effect, and (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required BanksLender. Each Redetermination shall be made by Banks Lender in their its sole discretion. Without limiting such discretion, Borrower acknowledges and WPC acknowledge and agree agrees that Banks Lender (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem it deems appropriate in their its sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem it deems appropriate in their its sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are is not required to consider any asset other than Proved Mineral Interests owned by Borrower which that are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks Lender to the extent required by Section 6.1 hereof5.1, and (v) may make such other assumptions, considerations and exclusions as Banks deem Lender deems appropriate in the exercise of their its sole discretion. It is further acknowledged and agreed that each Bank Lender may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent Lender shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date and, if such Redetermination Date is prior to August 1, 2007, the Conforming Borrowing Base (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base or Conforming Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Conforming Borrowing Base shall not exceed the Total Commitment then in effectsuch Borrowing Base, (c) to the extent such Borrowing Base or Conforming Borrowing Base represents an increase from in the Borrowing Base or the Conforming Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall or Conforming Borrowing Base, as the case may be, must be approved by all BanksLenders, and (d) to the extent such Borrowing Base or Conforming Borrowing Base represents a decrease in the Borrowing Base or Conforming Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base or Conforming Borrowing Base, such Borrowing Base shall or Conforming Borrowing Base must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base or Conforming Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base and Conforming Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base or Conforming Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base and Conforming Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base and proposed Conforming Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base and proposed Conforming Borrowing Base, the Administrative Agent CARRIZO REVOLVING CREDIT AGREEMENT Index shall determine the Borrowing Base and Conforming Borrowing Base for such Redetermination by calculating the highest Borrowing Base and highest Conforming Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base or the Conforming Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which each Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base or the Conforming Borrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It is further acknowledged If the Borrower does not furnish all information, reports and agreed that each Bank data required to be delivered by any date specified in this Article III, the Administrative Agent and Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base and the Conforming Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base and the Conforming Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base and a new Conforming Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Engineering Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base and the Conforming Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base or Conforming Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount then in effect, (b) such Conforming Borrowing Base shall not exceed the Total Commitment then in effectsuch Borrowing Base, (c) to the extent such Borrowing Base or Conforming Borrowing Base represents an increase from in the Borrowing Base or the Conforming Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall or Conforming Borrowing Base, as the case may be, must be approved by all BanksLenders, and (d) to the extent such Borrowing Base or Conforming Borrowing Base represents a decrease in the Borrowing Base or Conforming Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base or Conforming Borrowing Base, such Borrowing Base shall or Conforming Borrowing Base must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base or Conforming Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base and Conforming Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base or Conforming Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base and Conforming Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base and proposed Conforming Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base and proposed Conforming Borrowing Base, the Administrative Agent shall determine the Borrowing Base and Conforming Borrowing Base for such Redetermination by calculating the highest Borrowing Base and highest Conforming Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base or the Conforming Borrowing Base). Each CONCHO AMENDED AND RESTATED CREDIT AGREEMENT Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, (ii) may make but based on the Administrative Agent’s and such assumptions regarding projected rates Lender’s usual and quantities customary procedures for evaluating oil and gas properties as such exist at the time of future production such Redetermination, and including adjustments to reflect the effect of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements any Swap Contracts of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which are subject to first and prior Liens in favor of the Administrative Agent for and each Lender in its sole discretion (using such methodology, assumptions and discount rates as the ratable benefit of Banks Administrative Agent and such Lender customarily uses in assigning collateral value to oil and gas properties) assigns to the extent required by Section 6.1 hereof, Borrowing Base Properties at the time in question and (v) may make based upon such other assumptionscredit factors consistently applied (including, considerations without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and exclusions ownership of the Loan Parties) as Banks deem appropriate the Administrative Agent and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the Administrative Agent and Lenders have no obligation to designate the Borrowing Base or the Conforming Borrowing Base at any particular amounts, except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this ARTICLE III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base and the Conforming Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base and the Conforming Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base and a new Conforming Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks Lender pursuant to Section 5.14.1, Banks Lender shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to BanksLender). Any Borrowing Base which that becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower Borrowers pursuant to Section 5.1 4.1 or Section 5.3 4.3 (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment then in effect, and (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required BanksLender. Each Redetermination shall be made by Banks Lender in their its sole discretion. Without limiting such discretion, each Borrower acknowledges and WPC acknowledge and agree agrees that Banks Lender (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem it deems appropriate in their its sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower Borrowers as they deem it deems appropriate in their its sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are is not required to consider any asset other than Proved Mineral Interests owned by Borrower which Borrowers that are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks Lender to the extent required by Section 6.1 hereof5.1, and (v) may make such other assumptions, considerations and exclusions as Banks deem Lender deems appropriate in the exercise of their its sole discretion. It is further acknowledged and agreed that each Bank Lender may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent Lender shall notify Borrower Borrowers of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.14.1, Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 4.1 or Section 5.3 4.3 (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) except in connection with a Borrowing Base increase pursuant to, and in compliance with, Section 4.4(b), to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required Banks. Each Redetermination shall be made by Banks in their sole discretion, but based on such Banks' customary procedures for evaluating oil and gas properties as such exist at the time of any such Redetermination. Without limiting such discretion, Borrower acknowledges and WPC acknowledge and agree agrees that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to (but may) consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 5.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion, but based on such Banks' customary procedures for evaluating oil and gas properties as such exist at the time of any such Redetermination. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports and the Midstream Operating Statements made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01 and Section 6.01(h), Banks respectively, the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the tenth (10th) day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon (iia) may make the loan collateral value which the Administrative Agent and each Lender in its sole discretion (using such methodology, assumptions regarding projected and discount rates as the Administrative Agent and quantities of future production of Hydrocarbons from such Lender customarily uses in assigning collateral value to Oil and Gas Interests and to pipelines and gathering systems) assigns to the Mineral Interests owned by Borrower as they deem appropriate Borrowing Base Properties and the Midstream Assets at the time in their sole discretionquestion, (iiib) may consider Midstream Value, and (c) such other credit factors consistently applied (including, without limitation, the projected assets, liabilities, cash requirements flow, business, properties, prospects, management and ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits and similar pipeline credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, including the Midstream Operating Statement, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and all Lenders or Required Lenders, as the case may be, in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and the Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, including the Midstream Operating Statement, whereupon the Administrative Agent and all Lenders or Required Lenders, as the case may be, shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.14.1, Administrative Agent and Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 4.1 or Section 5.3 4.3 (as applicable), (b) such Borrowing Base shall not exceed the Total Maximum Aggregate Commitment then in effectAmount, (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required Banks. Each Redetermination shall be made by Administrative Agent and Banks in their sole discretion. Without limiting such discretion, Borrower acknowledges and WPC acknowledge agrees that Administrative Agent and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower any Credit Party as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower any Credit Party which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 5.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further acknowledged and agreed that Administrative Agent and each Bank may consider such other credit factors and information as it deems appropriate in the exercise of its sole discretion (including, without limitation, the status of title information with respect to the Mineral Interests and the existence of any other Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.1, Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (d) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by Required Banks. Each Redetermination shall be made by Banks in their sole discretion, based on their normal oil and gas lending criteria as it exists at the particular time. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent for the ratable benefit of Banks to the extent required by Section 6.1 hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretiondiscretion and consistent with their normal oil and gas lending criteria as it exists at the particular time. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks pursuant to Section 5.14.1, Banks shall redetermine the Borrowing Base on or prior to the next Redetermination Determination Date (or such date promptly thereafter as reasonably possible (a) based on the engineering and other information available to Banks, and (b) in accordance with, and consistent with, the subsequent provisions of this Section 4.2). Any Borrowing Base which becomes effective as a result of any Redetermination Determination of the Borrowing Base shall be subject to the following restrictions: (ai) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)4.1, (bii) such Borrowing Base shall not exceed the Total Commitment then in effect, (ciii) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such RedeterminationDetermination, such Borrowing Base shall be approved by all Banks, and (div) to the extent such any Borrowing Base which represents a decrease in the Borrowing Base in effect prior to such RedeterminationDetermination, or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall be approved by only require approval of Required Banks. Each Redetermination Determination shall be made by Banks in accordance with their normal and customary procedures for evaluating oil and gas reserves and other related assets as such exist at that particular time and will otherwise be in their sole discretion. Without limiting Administrative Agent shall propose such discretionredetermined Borrowing Base to Banks within thirty (30) days following receipt by Administrative Agent and Banks of a Reserve Report. After having received notice of such proposal by Administrative Agent, Borrower and WPC acknowledge and agree that Required Banks (ior all Banks in the event of a proposed increase) may make shall have fifteen (15) days to agree or disagree with such assumptions regarding appropriate existing proposal. If at the end of such fifteen (15) day period, Required Banks (or all Banks in the event of a proposed increase) have not communicated their approval or disapproval, such silence shall be deemed an approval and projected pricing for Hydrocarbons as they deem appropriate Administrative Agent’s proposal shall be the new Borrowing Base. If, however, Administrative Agent’s proposal is not so approved (or deemed approved), Required Banks (or all Banks in their sole discretionthe event of a proposed increase) shall, (ii) may make such assumptions regarding projected rates and quantities within a reasonable period of future production of Hydrocarbons from time, agree on a new Borrowing Base. In taking the Mineral Interests owned by Borrower as they deem appropriate in their sole discretionabove actions, (iii) may consider the projected cash requirements of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of Administrative Agent and Banks shall act in accordance with their normal and customary procedures for the ratable benefit of Banks to the extent required by Section 6.1 hereof, evaluating oil and (v) may make gas reserves and other related assets as such other assumptions, considerations exist at that particular time and exclusions as Banks deem appropriate will otherwise act in the exercise of their sole discretion. It is further acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of which are consistent with its sole discretion normal and customary procedures for evaluating oil and gas reserves and shall have no obligation in connection with any Redetermination Determination to approve any increase from the Borrowing Base in effect prior to such RedeterminationDetermination. Promptly following any Redetermination Determination of the Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in of such notice, and shall remain in effect for all purposes of this Agreement until the next RedeterminationPeriodic or Special Determination. Upon written request of Borrower at any time, but not more frequently than twice during any calendar year, Administrative Agent shall deliver to Borrower a calculation of the Recognized Value of all Proved Mineral Interests evaluated by Bank of America for purposes of the most recent redetermination of the Borrowing Base.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent's request for each Lender's proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent's and such Lender's usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amount, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and all Lenders or Required Lenders, as the case may be, in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and the Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and all Lenders or Required Lenders, as the case may be, shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banksthe Lenders). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by the Administrative Agent and Required BanksLenders. If a redetermined Borrowing Base is not approved by the Administrative Agent and Required Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base, as the case may be, has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the tenth (10th) day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Required Lenders (or all Lenders in the case of an increase in the Borrowing Base). Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower and WPC acknowledge and agree that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate the Lenders in their sole discretion, but based on the Administrative Agent’s and such Lender’s usual and customary procedures for evaluating Oil and Gas Interests as such exist at the time of such Redetermination, and including adjustments to reflect the effect of any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. The Borrower acknowledges and agrees that each Redetermination shall be based upon the loan collateral value which the Administrative Agent and each Lender in its sole discretion (iiusing such methodology, assumptions and discount rates as the Administrative Agent and such Lender customarily uses in assigning collateral value to Oil and Gas Interests) may make assigns to the Borrowing Base Properties at the time in question and based upon such assumptions regarding projected rates other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits. It is expressly understood that the ratable benefit of Banks Administrative Agent and Lenders shall have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amounts, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Maximum Facility Amount or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and all Lenders or Required Lenders, as the case may be, in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and the Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and all Lenders or Required Lenders, as the case may be, shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.

Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports made available to Banks the Administrative Agent and the Lenders pursuant to Section 5.13.01, Banks the requisite Lenders shall redetermine the Borrowing Base on or prior to the next Redetermination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks)the Lenders) in accordance with this Section 3.02. Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Section 5.1 or Section 5.3 (as applicable)Maximum Facility Amount, (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) to the extent such Borrowing Base represents an increase from in the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall must be approved by all BanksLenders, and (dc) to the extent such Borrowing Base represents a reaffirmation or decrease in the Borrowing Base in effect prior to such Redetermination, Redetermination or a reaffirmation of such prior Borrowing Base, such Borrowing Base shall must be approved by Required Banksthe Administrative Agent and Super Majority Lenders. Each If a redetermined Borrowing Base is not approved by the Administrative Agent and Super Majority Lenders within twenty (20) days after the submission to the Lenders by the Administrative Agent of its recommended Borrowing Base pursuant to Section 3.01, or by all Lenders within such twenty (20) day period in the case of any increase in the Borrowing Base, the Administrative Agent shall notify each Lender that the recommended Borrowing Base has not been approved and request that each Lender submit to the Administrative Agent within ten (10) days thereafter its proposed Borrowing Base. Promptly following the 10th day after the Administrative Agent’s request for each Lender’s proposed Borrowing Base, the Administrative Agent shall determine the Borrowing Base for such Redetermination by calculating the highest Borrowing Base then acceptable to the Administrative Agent and a number of Lenders sufficient to constitute Super Majority Lenders (or all Lenders in the case of an increase in the Borrowing Base). The Borrower acknowledges and agrees that each Redetermination shall be made by Banks based upon the loan collateral value which the Administrative Agent and each Lender in their its sole discretion. Without limiting discretion (using such discretionmethodology, Borrower assumptions and WPC acknowledge discount rates as the Administrative Agent and agree that Banks such Lender customarily uses in assigning collateral value to Oil and Gas Interests) assigns to the Borrowing Base Properties at the time in question and based upon such other credit factors consistently applied (i) may make such assumptions regarding appropriate existing including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements ownership of the Credit Parties, (iv) are not required to consider any asset other than Proved Mineral Interests owned by Borrower which are subject to first and prior Liens in favor of as the Administrative Agent for and such Lender customarily considers in evaluating similar oil and gas credits, including adjustments to reflect the ratable benefit effect of Banks any Swap Agreements of the Borrower and the Restricted Subsidiaries as such exist at the time of such Redetermination. It is expressly understood that the Administrative Agent and Lenders have no obligation to designate the extent required by Section 6.1 hereofBorrowing Base at any particular amount, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate except in the exercise of their sole discretion, whether in relation to the Aggregate Commitment or otherwise. It If the Borrower does not furnish all information, reports and data required to be delivered by any date specified in this Article III, unless such failure is further acknowledged not the fault of the Borrower, the Administrative Agent and agreed that each Bank Lenders may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from nonetheless designate the Borrowing Base at any amounts which the Administrative Agent and Lenders in effect prior their reasonable discretion determine and may redesignate the Borrowing Base from time to time thereafter until the Administrative Agent and Lenders receive all such Redetermination. Promptly following any Redetermination of information, reports and data, whereupon the Administrative Agent and Lenders shall designate a new Borrowing Base, Administrative Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redeterminationdescribed above.