Interim Redeterminations. If (i) the Borrower terminates any Commodity Hedging Agreements that were previously the basis for an increase in the Borrowing Base, or (ii) so requested by the Majority Banks or the Borrower at any time after any change in commodity prices, applicable laws, contracts, material reserve additions, drilling results or the Hydrocarbon Properties as a result of acquisitions or Dispositions or the pricing parameters that the Banks apply to similar production loans for similarly situated companies, that are reasonably expected to result in a change of the Borrowing Base by more than 5% or the Borrower or any of its Restricted Subsidiaries enters into a Commodity Hedging Agreement and requests the Banks to evaluate the effect of such Commodity Hedging Agreements on the Borrowing Base (provided that the Majority Banks (collectively) pursuant to this clause (ii) and the Borrower may each only make one such request in any 12-month period), or (iii) so requested by the Majority Banks at any time (provided that the Majority Banks (collectively) pursuant to this clause (iii) may only make one such request in any 12-month period), the Administrative Agent shall, as promptly as reasonably practicable after the receipt of such request or in the case of clause (i) above, receives notice of the occurrence of the applicable event, endeavor to redetermine (in consultation with the Majority Banks) the Borrowing Base as then in effect on the basis of the then most recent Reserve Evaluation Report or such new Reserve Evaluation Report, which in the case of material reserve additions or acquisitions shall be prepared by an Independent Petroleum Engineer, delivered with such request (subject, however, to such additional adjustments to the rates, factors, values, estimates, assumptions and computations as set forth therein as the Administrative Agent, with the concurrence of the Majority Banks, may determine to be appropriate in accordance with their current parameters for similar production loans for similarly situated companies) and any other relevant information and factors, including, without limitation, any additional Indebtedness or other obligations that have been or are reasonably anticipated to be incurred by the Borrower and its Restricted Subsidiaries and any Hydrocarbon Properties (and assets relating thereto) acquired by the Borrower and its Restricted Subsidiaries (which are not subject to any Lien other than Liens created under the Security Documents or Permitted Liens) that the Administrative Agent (in consultation with the Majority Banks) may deem appropriate and as otherwise provided in Section 1.03(b) hereof, provided that, except with the prior written consent of the Majority Banks, no Hydrocarbon Properties acquired by any Subsidiary of the Borrower shall be included in the calculation of the Borrowing Base unless such Subsidiary is or becomes an Obligor under this Agreement. As promptly as reasonably practicable following its redetermination of the Borrowing Base, the Administrative Agent shall notify the Banks of such redetermination and, if such redetermination is approved by the Majority Banks (or each of the Banks in the case of an increase in the Borrowing Base), notify the Borrower in writing of the Borrowing Base as so redetermined (and in any event not later than the Determination Date with respect to such redetermination) and such redetermined Borrowing Base shall become effective immediately upon delivery to the Borrower of such notice of redetermination. The Borrower agrees that, in addition to any other rights that the Administrative Agent and the Banks may have under the Loan Documents, immediately upon receipt of notice by the Administrative Agent that the events described in clauses (i), (ii) or (iii) above have occurred which result in the occurrence of a Borrowing Base Deficiency, the Administrative Agent has the right to require JPMorgan Chase Bank N.A., or such other financial institution with which any Collection Account is maintained to cease honoring instructions from the Borrower in whose name a Collection Account is maintained and retain the funds in such Collection Account or as directed by the Administrative Agent, until (x) the Administrative Agent gives notice to JPMorgan Chase Bank N.A., or such other financial institution to honor instructions from the Borrower or (y) the total Loans and Letter of Credit Liabilities outstanding herein are less than the Borrowing Base as redetermined by the Administrative Agent.
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Interim Redeterminations. If (i) the Borrower terminates any Commodity Hedging Agreements that were previously the basis for an increase in the Borrowing Base, or (ii) so requested by the Majority Banks or the Borrower at any time after any change in commodity prices, applicable laws, contracts, material reserve additions, drilling results or the Hydrocarbon Properties as a result of acquisitions or Dispositions or the pricing parameters that the Banks apply to similar production loans for similarly situated companies, that are reasonably expected to result in a change of the Borrowing Base by more than 5% or the Borrower or any of its Restricted Subsidiaries enters into a Commodity Hedging Agreement and requests the Banks to evaluate the effect of such Commodity Hedging Agreements on the Borrowing Base (provided that the Majority Banks (collectively) pursuant to this clause (ii) and the Borrower may each only make one such request in any 12-month period), or (iii) so requested by the Majority Banks or the Borrower at any time (provided that the Majority Banks (collectively) or the Borrower pursuant to this clause (iii) may only make one such request in any 12-month period), the Administrative Agent shall, as promptly as reasonably practicable after the receipt of such request or in the case of clause (i) above, receives notice of the occurrence of the applicable event, endeavor to redetermine (in consultation with the Majority Banks) the Borrowing Base as then in effect on the basis of the then most recent Reserve Evaluation Report or such new Reserve Evaluation Report, which in the case of material reserve additions or acquisitions shall be prepared by an Independent Petroleum Engineer, delivered with such request (subject, however, to such additional adjustments to the rates, factors, values, estimates, assumptions and computations as set forth therein as the Administrative Agent, with the concurrence of the Majority Banks, may determine to be appropriate in accordance with their current parameters for similar production loans for similarly situated companies) and any other relevant information and factors, including, without limitation, any additional Indebtedness or other obligations that have been or are reasonably anticipated to be incurred by the Borrower and its Restricted Subsidiaries and any Hydrocarbon Properties (and assets relating thereto) acquired by the Borrower and its Restricted Subsidiaries (which are not subject to any Lien other than Liens created under the Security Documents or Permitted Liens) that the Administrative Agent (in consultation with the Majority Banks) may deem appropriate and as otherwise provided in Section 1.03(b) hereof, ; provided that, except with the prior written consent of the Majority Banks, no Hydrocarbon Properties acquired by any Subsidiary of the Borrower shall be included in the calculation of the Borrowing Base unless such Subsidiary is or becomes an Obligor under this Agreement. As promptly as reasonably practicable following its redetermination of the Borrowing Base, the Administrative Agent shall notify the Banks of such redetermination and, if such redetermination is approved by the Majority Banks (or each of the Banks in the case of an increase in the Borrowing Base), notify the Borrower in writing of the Borrowing Base as so redetermined (and in any event not later than the Determination Date with respect to such redetermination) and such redetermined Borrowing Base shall become effective immediately upon delivery to the Borrower of such notice of redetermination. The Borrower agrees that, in addition to any other rights that the Administrative Agent and the Banks may have under the Loan Documents, immediately upon receipt of notice by the Administrative Agent that the events described in clauses (i), (ii) or (iii) above have occurred which result in the occurrence of a Borrowing Base Deficiency, the Administrative Agent has the right to require JPMorgan Chase Bank Bank, N.A., BNP Paribas or such other financial institution with which any Collection Account is maintained to cease honoring instructions from the Borrower in whose name a Collection Account is maintained and retain the funds in such Collection Account or as directed by the Administrative Agent, until (x) the Administrative Agent gives notice to JPMorgan Chase Bank Bank, N.A., BNP Paribas or such other financial institution to honor instructions from the Borrower or (y) the total Loans and Letter of Credit Liabilities outstanding herein are less than the Borrowing Base as redetermined by the Administrative Agent.
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