Common use of Scheduled and Interim Redetermination Procedure Clause in Contracts

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a) and Section 8.12(c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b) and Section 8.12(c) and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c), as may, from time to time, be reasonably requested by the Required Banks (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Borrowing Base or a reaffirmation of the existing Borrowing Base (the “Proposed Borrowing Base”) based upon such information and such other information (including 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, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, management and ownership, hedged and unhedged exposure of the Credit Parties to price, production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall any Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Banks of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, promptly after the Administrative Agent has received the required Engineering Reports and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; (iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Banks (other than any Defaulting Banks) as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Banks as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Bank shall have fifteen (15) Business Days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have approved the Proposed Borrowing Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have disapproved the Proposed Borrowing Base. If, at the end of such 15-Business Day period, all of the Banks, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Banks, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Banks or the Required Banks, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then for purposes of this Section 2.07, the Administrative Agent shall poll the Banks to ascertain the highest Borrowing Base then acceptable (A) to the Required Banks, if such amount would reaffirm or decrease the Borrowing Base then in effect, or (B) to all of the Banks, if such amount would increase the Borrowing Base then in effect, which amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). (iv) If any Bank does not approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii), the Borrower shall have the right to cause, in the case of a Revolving Bank, the Revolving Commitment of such dissenting Bank and, in the case of a Term Bank, the Term Loans of such dissenting Bank, to be replaced pursuant to Section 5.05. (v) In the event that the Borrower does not furnish to the Administrative Agent and the Banks the Reserve Reports, or other information specified in clauses (i) and (ii) above by the date specified therein, the Administrative Agent and the Banks may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until the Administrative Agent and the Banks receive the relevant Reserve Reports, or other information, as applicable, whereupon the Administrative Agent and the Banks shall redetermine the Borrowing Base as otherwise specified in this Section 2.07 or Section 8.13(c). (vi) Upon any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Available Borrowing Base becoming less than the Aggregate Elected Revolving Commitment Amount, the Aggregate Elected Revolving Commitment Amount shall be automatically reduced pursuant to Section 2.06(c)(vii).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: upon Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative AgentBorrower, in the case of a Scheduled Redetermination, pursuant to Section Sections 8.12(a) and Section 8.12(c(c), and, in the case of an Interim Redetermination, pursuant to Section Sections 8.12(b) and Section 8.12(c) (c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c), as may, from time to time, be reasonably requested by the Administrative Agent or the Required Banks Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Borrowing Base or Base, and if prior to the Non-Conforming Tranche Termination Date shall further specify a reaffirmation of proposed Conforming Tranche and the existing Borrowing Base then applicable Non-Conforming Tranche, (the “Proposed Borrowing Base”) based upon such information and such other information (including including, without limitation, the status of title information with respect to the proved Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, management and ownership, hedged and unhedged exposure of the Credit Parties to price, production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in good faith its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall any (x) the Proposed Borrowing Base exceed the Aggregate Maximum Credit AmountsAmounts or (y) the Non-Conforming Tranche be increased or the Non-Conforming Tranche Termination Date be extended pursuant to this Section 2.07. (ii) The Administrative Agent shall notify the Borrower and the Banks Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, promptly after the Administrative Agent has received the required Engineering Reports and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; (iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Banks (other than any Defaulting Banks) as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Banks as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Bank shall have fifteen (15) Business Days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have approved the Proposed Borrowing Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have disapproved the Proposed Borrowing Base. If, at the end of such 15-Business Day period, all of the Banks, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Banks, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Banks or the Required Banks, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then for purposes of this Section 2.07, the Administrative Agent shall poll the Banks to ascertain the highest Borrowing Base then acceptable (A) to the Required Banks, if such amount would reaffirm or decrease the Borrowing Base then in effect, or (B) to all of the Banks, if such amount would increase the Borrowing Base then in effect, which amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). (iv) If any Bank does not approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii), the Borrower shall have the right to cause, in the case of a Revolving Bank, the Revolving Commitment of such dissenting Bank and, in the case of a Term Bank, the Term Loans of such dissenting Bank, to be replaced pursuant to Section 5.05. (v) In the event that the Borrower does not furnish to the Administrative Agent and the Banks the Reserve Reports, or other information specified in clauses (i) and (ii) above by the date specified therein, the Administrative Agent and the Banks may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until the Administrative Agent and the Banks receive the relevant Reserve Reports, or other information, as applicable, whereupon the Administrative Agent and the Banks shall redetermine the Borrowing Base as otherwise specified in this Section 2.07 or Section 8.13(c). (vi) Upon any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Available Borrowing Base becoming less than the Aggregate Elected Revolving Commitment Amount, the Aggregate Elected Revolving Commitment Amount shall be automatically reduced pursuant to Section 2.06(c)(vii).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: upon Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a8.11(a) and Section 8.12(c(c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b8.11(b) and Section 8.12(c) (c), and (B) such other reports, data and supplemental information, information including, without limitation, the information provided pursuant to Section 8.12(c), 8.11(c) as may, from time to time, be reasonably requested by the Required Banks Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, shall propose a new Borrowing Base or a reaffirmation of the existing Borrowing Base (the “Proposed Borrowing Base”) based upon such information and such other information (including 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, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, management and ownership, hedged and unhedged exposure of the Credit Parties to price, production scenarios, interest rate and operating cost changes) as that is deemed appropriate by the Administrative Agent deems appropriate in its sole discretion in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular timetime (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports, if applicable, and the existence of any other Debt, the 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 no event shall any the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Banks Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, promptly after the Administrative Agent has received the required Engineering Reports and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; (iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Banks (other than any Defaulting Banks) as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Banks as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Bank shall have fifteen (15) Business Days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have approved the Proposed Borrowing Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have disapproved the Proposed Borrowing Base. If, at the end of such 15-Business Day period, all of the Banks, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Banks, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Banks or the Required Banks, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then for purposes of this Section 2.07, the Administrative Agent shall poll the Banks to ascertain the highest Borrowing Base then acceptable (A) to the Required Banks, if such amount would reaffirm or decrease the Borrowing Base then in effect, or (B) to all of the Banks, if such amount would increase the Borrowing Base then in effect, which amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). (iv) If any Bank does not approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii), the Borrower shall have the right to cause, in the case of a Revolving Bank, the Revolving Commitment of such dissenting Bank and, in the case of a Term Bank, the Term Loans of such dissenting Bank, to be replaced pursuant to Section 5.05. (v) In the event that the Borrower does not furnish to the Administrative Agent and the Banks the Reserve Reports, or other information specified in clauses (i) and (ii) above by the date specified therein, the Administrative Agent and the Banks may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until the Administrative Agent and the Banks receive the relevant Reserve Reports, or other information, as applicable, whereupon the Administrative Agent and the Banks shall redetermine the Borrowing Base as otherwise specified in this Section 2.07 or Section 8.13(c). (vi) Upon any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Available Borrowing Base becoming less than the Aggregate Elected Revolving Commitment Amount, the Aggregate Elected Revolving Commitment Amount shall be automatically reduced pursuant to Section 2.06(c)(vii).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: upon Upon receipt by the Administrative Agent of of (A) the applicable Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, related thereto in the case of a Scheduled Redetermination, pursuant to accordance with Section 8.12(a) and Section 8.12(c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b) and Section 8.12(c8.07(c) and (B) the information provided pursuant to Section 8.07 (c), the list of Hedging Agreements per Section 8.01(e), and such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c), as may, from time to time, be reasonably requested by the Required Banks Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Borrowing Base or a reaffirmation of the existing Borrowing Base (the “Proposed Borrowing Base”) based upon such information and such other information (including 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, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, management and ownership, hedged and unhedged exposure of the Credit Parties to price, production scenarios, interest rate and operating cost changes) as the Administrative Agent Agent, in good faith, deems appropriate in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall any Proposed ; provided that (x) without the prior written consent of Required Lenders, the assigned value of the Oil and Gas Properties included in the Borrowing Base of all Designated Borrowing Base Entities shall not exceed 0% of the Aggregate Maximum Credit Amountstotal Borrowing Base and (y) without the prior written consent of each Lender, the assigned value of the Oil and Gas Properties included in the Borrowing Base of all Designated Borrowing Base Entities shall not exceed 25% of the total Borrowing Base. (ii) The Administrative Agent shall notify the Borrower and the Banks Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, promptly after the Administrative Agent has received the required Engineering Reports and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; (iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Banks (other than any Defaulting Banks) as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Banks as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Bank shall have fifteen (15) Business Days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have approved the Proposed Borrowing Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have disapproved the Proposed Borrowing Base. If, at the end of such 15-Business Day period, all of the Banks, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Banks, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Banks or the Required Banks, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then for purposes of this Section 2.07, the Administrative Agent shall poll the Banks to ascertain the highest Borrowing Base then acceptable (A) to the Required Banks, if such amount would reaffirm or decrease the Borrowing Base then in effect, or (B) to all of the Banks, if such amount would increase the Borrowing Base then in effect, which amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). (iv) If any Bank does not approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii), the Borrower shall have the right to cause, in the case of a Revolving Bank, the Revolving Commitment of such dissenting Bank and, in the case of a Term Bank, the Term Loans of such dissenting Bank, to be replaced pursuant to Section 5.05. (v) In the event that the Borrower does not furnish to the Administrative Agent and the Banks the Reserve Reports, or other information specified in clauses (i) and (ii) above by the date specified therein, the Administrative Agent and the Banks may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until the Administrative Agent and the Banks receive the relevant Reserve Reports, or other information, as applicable, whereupon the Administrative Agent and the Banks shall redetermine the Borrowing Base as otherwise specified in this Section 2.07 or Section 8.13(c). (vi) Upon any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Available Borrowing Base becoming less than the Aggregate Elected Revolving Commitment Amount, the Aggregate Elected Revolving Commitment Amount shall be automatically reduced pursuant to Section 2.06(c)(vii).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: upon Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a8.11(a) and Section 8.12(c8.11(c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b8.11(b) and Section 8.12(c) 8.11(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c8.11(c), as may, from time to time, be reasonably requested by the Required Banks Super Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, shall propose a new Borrowing Base or a reaffirmation of the existing Borrowing Base (the “Proposed Borrowing Base”) equal to its good faith determination of a new Borrowing Base based upon such information the Engineering Reports and such other information (including 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, the Credit Parties’ Borrower’s other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure of the Credit Parties to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in good faith its sole discretion and consistent with its normal oil and gas lending criteria as it exists they exist at the particular time; provided that the aggregate value, as determined by the Administrative Agent, of (1) the Loan Parties’ proportionate share of all Oil and Gas Properties owned by Designated Partnerships and (2) all Oil and Gas Properties directly owned by Loan Parties which are not mortgaged pursuant to the Security Instruments may not exceed 20% of the aggregate value, as determined by the Administrative Agent, of all Oil and Gas Properties that are evaluated and included for purposes of determining the Borrowing Base. In no event shall any the Proposed Borrowing Base exceed the Aggregate Maximum Credit AmountsAmount. (ii) The Administrative Agent shall notify the Borrower and the Banks Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, promptly after the Administrative Agent has received the required Engineering Reports and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; (iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Banks (other than any Defaulting Banks) as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Banks as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Bank shall have fifteen (15) Business Days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have approved the Proposed Borrowing Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have disapproved the Proposed Borrowing Base. If, at the end of such 15-Business Day period, all of the Banks, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Banks, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Banks or the Required Banks, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then for purposes of this Section 2.07, the Administrative Agent shall poll the Banks to ascertain the highest Borrowing Base then acceptable (A) to the Required Banks, if such amount would reaffirm or decrease the Borrowing Base then in effect, or (B) to all of the Banks, if such amount would increase the Borrowing Base then in effect, which amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). (iv) If any Bank does not approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii), the Borrower shall have the right to cause, in the case of a Revolving Bank, the Revolving Commitment of such dissenting Bank and, in the case of a Term Bank, the Term Loans of such dissenting Bank, to be replaced pursuant to Section 5.05. (v) In the event that the Borrower does not furnish to the Administrative Agent and the Banks the Reserve Reports, or other information specified in clauses (i) and (ii) above by the date specified therein, the Administrative Agent and the Banks may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until the Administrative Agent and the Banks receive the relevant Reserve Reports, or other information, as applicable, whereupon the Administrative Agent and the Banks shall redetermine the Borrowing Base as otherwise specified in this Section 2.07 or Section 8.13(c). (vi) Upon any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Available Borrowing Base becoming less than the Aggregate Elected Revolving Commitment Amount, the Aggregate Elected Revolving Commitment Amount shall be automatically reduced pursuant to Section 2.06(c)(vii).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: upon Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a8.11(a) and Section 8.12(c8.11(c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b8.11(b) and Section 8.12(c) 8.11(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c8.11(c), as may, may from time to time, time be reasonably requested by the Required Banks Super Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, shall propose a new Conforming Borrowing Base or a reaffirmation of or, after the existing Non-Conforming Borrowing Base Reduction Date, Borrowing Base (the “Proposed Borrowing Base”) equal to its good faith determination of a new Conforming Borrowing Base based upon such information the Engineering Reports and such other information (including 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, the Credit Parties’ Borrower’s other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure of the Credit Parties to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in good faith its sole discretion and consistent with its normal oil and gas lending criteria as it exists they exist at the particular time; provided that the aggregate value, as determined by the Administrative Agent, of (1) the Loan Parties’ proportionate share of all Oil and Gas Properties owned by Designated Partnerships may not exceed 15% of the aggregate value, as determined by the Administrative Agent, of all such Oil and Gas Properties that are evaluated and included for purposes of determining the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, the Borrowing Base and (2) all Oil and Gas Properties directly owned by Loan Parties which are not mortgaged pursuant to the Security Instruments may not exceed 5% of the aggregate value, as determined by the Administrative Agent, of all such Oil and Gas Properties that are evaluated and included for purposes of determining the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, the Borrowing Base. In no event shall any the Proposed Borrowing Base plus the Non-Conforming Borrowing Base, when applicable, exceed the Aggregate Maximum Credit AmountsAmount. (ii) The Administrative Agent shall notify the Borrower and the Banks Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled RedeterminationRedetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) in a timely and complete manner, then on or before the first to occur of April 15 and October 15 following the date of delivery (or, in each case, such date promptly thereafter as reasonably practicable) or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) in a timely and complete manner, then promptly after the Administrative Agent has received the required complete Engineering Reports and from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days promptly after the Administrative Agent has received the required Engineering Reports;, and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i). (iii) Any Proposed Borrowing Base that would increase the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, the Borrowing Base then in effect must be approved by all of the Banks (other than any Defaulting Banks) Lenders as provided in this Section 2.07(c)(iii) in good faith and consistent with its normal oil and gas lending criteria as it exists at the particular time ); and any Proposed Borrowing Base that would decrease or maintain the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Banks Super Majority Lenders as provided in this Section 2.07(c)(iii) ). Such decisions relating to the Conforming Borrowing Base will be made by each Lender in good faith and based upon such criteria as such Lender deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists they exist at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Bank Lender shall have fifteen (15) Business Days 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, an alternate Borrowing Base. If, in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) Business Days15 days, any Bank Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank silence shall be deemed to have approved the Proposed Borrowing Base. If, in the case be an approval of any Proposed Borrowing Base that would increase decreases or maintains the Borrowing Base then in effect, at the end of such fifteen (15) Business Days, any Bank has not communicated its approval or disapproval in writing to the Administrative Agent, such Bank shall be deemed to have disapproved the Proposed Borrowing Base. If, at the end of such 15-Business Day day period, all of the BanksLenders, in the case of a Proposed Borrowing Base that would increase the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base then in effect, or the Required BanksSuper Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base then in effect, have approved (or, in the case of a decrease decreases or reaffirmationreaffirmations of the Borrowing Base, have been deemed to have approved) the Proposed Borrowing Base, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Banks Lenders or the Required BanksSuper Majority Lenders, as applicable, have not approved the Proposed Borrowing Base (or, in the case of a decrease decreases or reaffirmationreaffirmations of the Borrowing Base, have been deemed to have approved), as aforesaid, the Proposed Borrowing Base, then for purposes of this Section 2.07, the Administrative Agent shall poll the Banks Lenders to ascertain determine the highest Borrowing Base then acceptable (A) to the Required Banks, if such amount would reaffirm or decrease the Borrowing Base then in effect, or (B) to approved by all of the Banks, if such Lenders in the case of an amount that would increase the Borrowing Base then Base, or the Super Majority Lenders in effectthe case of an amount that would decrease or maintain the Borrowing Base, which and such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). (iv) If any Bank does not approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii), the Borrower shall have the right to cause, in the case of a Revolving Bank, the Revolving Commitment of such dissenting Bank and, in the case of a Term Bank, the Term Loans of such dissenting Bank, to be replaced pursuant to Section 5.05. (v) In the event that the Borrower does not furnish to the Administrative Agent and the Banks the Reserve Reports, or other information specified in clauses (i) and (ii) above by the date specified therein, the Administrative Agent and the Banks may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until the Administrative Agent and the Banks receive the relevant Reserve Reports, or other information, as applicable, whereupon the Administrative Agent and the Banks shall redetermine the Borrowing Base as otherwise specified in this Section 2.07 or Section 8.13(c). (vi) Upon any redetermination or other adjustment in the Borrowing Base pursuant to this Agreement that would otherwise result in the Available Borrowing Base becoming less than the Aggregate Elected Revolving Commitment Amount, the Aggregate Elected Revolving Commitment Amount shall be automatically reduced pursuant to Section 2.06(c)(vii).