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, in the case of a Scheduled Redetermination, pursuant to Sections 8.12(a) and (c), and, in the case of an Interim Redetermination, pursuant to Sections 8.12(b) and (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 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, and if prior to the Non-Conforming Tranche Termination Date shall further specify a proposed Conforming Tranche and the then applicable Non-Conforming Tranche, (the “Proposed Borrowing Base”) based upon such information and such other information (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) 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. In no event shall (x) the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts 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 Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”):

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 of (A) the applicable Reserve Report and the certificate required to be delivered by related thereto in accordance with Section 8.07(c) and (B) the Borrower, in the case of a Scheduled Redetermination, information provided pursuant to Sections 8.12(a) and Section 8.07 (c), and, in the case list of an Interim Redetermination, pursuant to Sections 8.12(b) and (cHedging Agreements per Section 8.01(e), 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 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, and if prior to the Non-Conforming Tranche Termination Date shall further specify a proposed Conforming Tranche and the then applicable Non-Conforming Tranche, Base (the “Proposed Borrowing Base”) based upon such information and such other information (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) as the Administrative Agent Agent, in good faith, deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall ; provided that (x) without the Proposed 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 Amounts or total Borrowing Base and (y) without the Non-Conforming Tranche be increased or prior written consent of each Lender, the Non-Conforming Tranche Termination Date be extended pursuant to this Section 2.07assigned 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 Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”):

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 BorrowerBorrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Sections 8.12(aSection 8.11(a) and (cSection 8.11(c), and, in the case of an Interim Redetermination, pursuant to Sections 8.12(bSection 8.11(b) and (cSection 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 Administrative Agent or the Required 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 BaseBase or, and if prior to after the Non-Conforming Tranche Termination Date shall further specify a proposed Conforming Tranche and the then applicable Non-Conforming TrancheBorrowing 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, 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 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) as the Administrative Agent 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; 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 (x) the Proposed Borrowing Base plus the Non-Conforming Borrowing Base, when applicable, exceed the Aggregate Maximum Credit Amounts or (y) the Non-Conforming Tranche be increased or the Non-Conforming Tranche Termination Date be extended pursuant to this Section 2.07Amount. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (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 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 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 Lenders as provided in this Section 2.07(c)(iii); 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 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 they exist at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have 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, at the end of such 15 days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of any Proposed Borrowing Base that decreases or maintains the Borrowing Base then in effect. If, at the end of such 15-day period, all of the Lenders, 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 Super 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 decreases or reaffirmations 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 Lenders or the Super Majority Lenders, as applicable, have not approved the Proposed Borrowing Base (or, in the case of decreases or reaffirmations of the Borrowing Base, have been deemed to have approved), as aforesaid, then the Administrative Agent shall poll the Lenders to determine the highest amount approved by all of the Lenders in the case of an amount that would increase the Borrowing Base, or the Super Majority Lenders in the case of an amount that would decrease or maintain the Borrowing Base, and such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d).

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 BorrowerBorrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Sections 8.12(aSection 8.11(a) and (cSection 8.11(c), and, in the case of an Interim Redetermination, pursuant to Sections 8.12(bSection 8.11(b) and (cSection 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 Administrative Agent or the Required 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, and if prior to the Non-Conforming Tranche Termination Date shall further specify a proposed Conforming Tranche and the then applicable Non-Conforming Tranche, 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, 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 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) as the Administrative Agent 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; 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 (x) the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts or (y) the Non-Conforming Tranche be increased or the Non-Conforming Tranche Termination Date be extended pursuant to this Section 2.07Amount. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”):