Base under Section 2.07(e), Section 8.13(c) or
Section 9.12, whichever occurs first.
Notwithstanding the foregoing, no
Scheduled Redetermination or Interim Redetermination shall become effective
until the New Borrowing Base Notice related thereto is received by the Borrower.
(E)
POTENTIAL REDUCTION OF BORROWING BASE UPON
TERMINATION OF SWAP AGREEMENTS.
IF THE BORROWER OR ANY SUBSIDIARY COMPLETES A
RESTRUCTURING OR RESTRUCTURINGS WITH AN AGGREGATE NEGATIVE NET MARKED-TO-MARKET
ECONOMIC EFFECT BETWEEN ANY TWO SUCCESSIVE SCHEDULED REDETERMINATION DATES
GREATER THAN FIVE PERCENT (5%) OF THE THEN CURRENT BORROWING BASE, THE
ADMINISTRATIVE AGENT AND THE MAJORITY LENDERS SHALL HAVE THE RIGHT TO
IMMEDIATELY REDETERMINE THE BORROWING BASE BASED UPON THE MOST RECENT
ENGINEERING REPORTS AND SUCH OTHER INFORMATION (INCLUDING, WITHOUT LIMITATION,
THE STATUS OF TITLE INFORMATION WITH RESPECT TO THE OIL AND GAS PROPERTIES AS
DESCRIBED IN THE ENGINEERING REPORTS AND THE EXISTENCE OF ANY OTHER DEBT) AS THE
ADMINISTRATIVE AGENT DEEMS APPROPRIATE IN ITS SOLE DISCRETION AND CONSISTENT
WITH ITS NORMAL OIL AND GAS LENDING CRITERIA AS IT EXISTS AT THE PARTICULAR TIME
AND SUCH REDETERMINATION SHALL NOT BE COUNTED AS AN INTERIM REDETERMINATION.
SECTION 2.08
LETTERS OF CREDIT.
(A)
GENERAL.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, THE BORROWER MAY REQUEST THE ISSUANCE OF DOLLAR
DENOMINATED LETTERS OF CREDIT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OF
ITS SUBSIDIARIES, IN A FORM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
AND THE ISSUING BANK, AT ANY TIME AND FROM TIME TO TIME DURING THE AVAILABILITY
PERIOD; PROVIDED THAT THE BORROWER MAY NOT REQUEST THE ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION OF LETTERS OF CREDIT HEREUNDER IF A BORROWING BASE
DEFICIENCY EXISTS AT SUCH TIME OR WOULD EXIST AS A RESULT THEREOF.
IN THE EVENT
OF ANY INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE
TERMS AND CONDITIONS OF ANY FORM OF LETTER OF CREDIT APPLICATION OR OTHER
AGREEMENT SUBMITTED BY THE BORROWER TO, OR ENTERED INTO BY THE BORROWER WITH,
THE ISSUING BANK RELATING TO ANY LETTER OF CREDIT, THE TERMS AND CONDITIONS OF
THIS AGREEMENT SHALL CONTROL.
(B)
NOTICE OF ISSUANCE, AMENDMENT, RENEWAL,
EXTENSION; CERTAIN CONDITIONS.
TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT
(OR THE AMENDMENT, RENEWAL OR EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), THE
BORROWER SHALL HAND DELIVER OR TELECOPY (OR TRANSMIT BY ELECTRONIC
COMMUNICATION, IF ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE ISSUING
BANK) TO THE ISSUING BANK AND THE ADMINISTRATIVE AGENT (NOT LESS THAN THREE
(3) BUSINESS DAYS IN ADVANCE OF THE REQUESTED DATE OF ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION) A NOTICE:
(I)
REQUESTING THE ISSUANCE OF A LETTER OF
CREDIT OR IDENTIFYING THE LETTER OF CREDIT TO BE AMENDED, RENEWED OR EXTENDED;
(II)
SPECIFYING THE DATE OF ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION (WHICH SHALL BE A BUSINESS DAY);
(III)
SPECIFYING THE DATE ON WHICH SUCH LETTER OF
CREDIT IS TO EXPIRE (WHICH SHALL COMPLY WITH SECTION 2.08(C));
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(IV)
SPECIFYING THE AMOUNT OF SUCH LETTER OF
CREDIT;
(V)
SPECIFYING THE NAME AND ADDRESS OF THE
BENEFICIARY THEREOF