Common use of Scheduled and Interim Redeterminations Clause in Contracts

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on or about April 1st and October 1st of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing April 1, 2012. In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time per fiscal year elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each redetermination in the foregoing clauses (i) and (ii), an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Bank(s) and the Lenders on or about April May 1st and October November 1st of each year (or, in each case, such date promptly or as soon as possible thereafter as reasonably practicablecontemplated by Section 2.07(d)(i), ) commencing April November 1, 20122022. In addition, The (i) the Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redetermination, or (B) upon the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% of the then effective Borrowing Base, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously accordance with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), this Section 2.07 and (ii) the Administrative Agent mayAgent, at the direction of the Required LendersLenders shall, by notifying the Borrower thereof, one one-time per fiscal year between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each redetermination in the foregoing clauses (i) and (ii)such redetermination, an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined (i) first, on or about January 1, 2019 based on a Reserve Report prepared by the Borrower’s internal engineering staff in a form reasonably acceptable to the Administrative Agent (the “First Scheduled Redetermination”) and (ii) thereafter, semi-annually in accordance with this Section 2.07 3.02 (each such redetermination in the preceding clauses (i) and (ii), a “Scheduled Redetermination”), and, subject to Section 2.07(d)3.04, such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank and the Lenders on or about (x) January 1, 2019 or (y) April 1st 1 and October 1st 1 of each year (or, in each case, such date promptly thereafter as reasonably practicable)year, commencing April 1, 20122019, as applicable. In addition, after the First Scheduled Redetermination, (i) the Borrower may, by notifying the Administrative Agent thereof, elect to cause the Borrowing Base to be redetermined once between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”)Redeterminations, and (ii) the Administrative Agent may, may (either in its discretion or at the direction of the Required Lenders), by notifying the Borrower thereof, one time per fiscal year elect to cause the Borrowing Base to be redetermined once between Scheduled Redeterminations (each redetermination such redetermination, an “Interim Redetermination”), in the foregoing case of each of clauses (i) and (ii)) above, an “Interim Redetermination”) in accordance with this Section 2.07Article III.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank and the Lenders on or about April May 1st and October November 1st of each year (or, in each case, such date promptly thereafter as reasonably practicable)year, commencing April May 1, 20122010. In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time per fiscal year each elect to cause the Borrowing Base to be redetermined once between each Scheduled Redeterminations Redetermination (each together with any redetermination described in the foregoing clauses (i) and (ii)immediately following sentence, an “Interim Redetermination”) in accordance with this Section 2.07. In addition to any Interim Redetermination described in the immediately preceding sentence, upon the occurrence and during the continuance of any Redetermination Event, the Administrative Agent or the Required Lenders may, by notifying the Borrower thereof, elect to cause an additional redetermination of the Borrowing Base.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Revolving Credit Lenders on or about May 1 (with respect to the Reserve Report delivered on April 1st 1) and on or about November 1 (with respect to the Reserve Report delivered on October 1st 1) of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing April on or about May 1, 20122019. In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Majority Lenders, by notifying the Borrower thereof, two times per year, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, at the direction of the Required LendersBorrower may elect, by notifying the Borrower thereofAdministrative Agent of any acquisition of Oil and Gas Properties by any Credit Party with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, one time per fiscal year elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations in accordance with this Section 2.06 (each redetermination in the foregoing clauses under clause (i) and or (ii)) of this sentence, an “Interim Redetermination”) in accordance with this Section 2.07).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined on November 1, 2017 and semi-annually thereafter in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Bank(s) and the Lenders on or about April May 1st and October November 1st of each year (or, in each case, such date promptly or as soon as possible thereafter as reasonably practicablecontemplated by Section 2.07(d)(i), commencing April 1, 2012). In addition, (i) the The Borrower may, by notifying the Administrative Agent thereof, one time (i) prior to the first Scheduled Redetermination and (ii) between each Scheduled Redetermination, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year in accordance with this Section 2.07 and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, or at the direction of the Required LendersLenders shall, by notifying the Borrower thereof, one one-time per fiscal year (A) prior to the first Scheduled Redetermination and (B) between any Scheduled Redeterminations elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each redetermination in the foregoing clauses (i) and (ii)such redetermination, an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the BorrowerBorrowers, the AgentsAdministrative Agent, the Issuing Bank and the Lenders on or about before April 1st and October 1st of each year (beginning April 1, 2013 or, in each case, such date promptly thereafter as reasonably practicablepracticable based on the engineering and other information available to the Lenders), commencing April 1, 2012. In addition, (i) the Borrower may, Borrowers may by notifying the Administrative Agent thereof, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower Borrowers thereof, one time per fiscal year each elect to cause the Borrowing Base to be redetermined twice between each Scheduled Redeterminations Redetermination (each together with any redetermination described in the foregoing clauses (i) and (ii)immediately following sentence, an “Interim Redetermination”) in accordance with this Section 2.07. In addition to any Interim Redetermination described in the immediately preceding sentence, upon the occurrence of a sale of Oil and Gas Properties as described in Section 9.11(e)(4), the Administrative Agent or the Required Lenders may, by notifying the Borrowers thereof, elect to cause an additional redetermination of the Borrowing Base.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Revolving Credit Lenders (x) on or about April 1st 1, 2022 and October 1st (y) commencing November 1, 2022, on or about May 1 of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing with respect to the Reserve Report required to be delivered on April 1, 2012) and on or about November 1 of each year (with respect to the Reserve Report required to be delivered on October 1). In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Majority Lenders, by notifying the Borrower thereof, two times per year, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, at the direction of the Required LendersBorrower may elect, by notifying the Borrower thereofAdministrative Agent of any acquisition of Oil and Gas Properties by any Credit Party with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, one time per fiscal year elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations in accordance with this Section 2.06 (each redetermination in the foregoing clauses under clause (i) and or (ii)) of this sentence, an “Interim Redetermination”) ). Notwithstanding anything to the contrary in accordance with this Section 2.072.06(b), the first Scheduled Redetermination to occur after the Fourth Amendment Effective Date shall occur on or about May 1, 2024.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Revolving Credit Lenders on or about May 1 (with respect to the Reserve Report delivered on April 1st 1) and on or about November 1 (with respect to the Reserve Report delivered on October 1st 1) of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing April on or about November 1, 20122018. In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Majority Lenders, by notifying the Borrower thereof, two times per year, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, at the direction of the Required LendersBorrower may elect, by notifying the Borrower thereofAdministrative Agent of any acquisition of Oil and Gas Properties by any Credit Party with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, one time per fiscal year elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations in accordance with this Section 2.06 (each redetermination in the foregoing clauses under clause (i) and or (ii)) of this sentence, an “Interim Redetermination”) in accordance with this Section 2.07).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Revolving Credit Lenders (x) on or about April 1st 1, 2022 and October 1st (y) commencing November 1, 2022, on or about May 1 of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing with respect to the Reserve Report required to be delivered on April 1, 2012) and on or about November 1 of each year (with respect to the Reserve Report required to be delivered on October 1). In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Majority Lenders, by notifying the Borrower thereof, two times per year, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, at the direction of the Required LendersBorrower may elect, by notifying the Borrower thereofAdministrative Agent of any acquisition of Oil and Gas Properties by any Credit Party with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, one time per fiscal year elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations in accordance with this Section 2.06 (each redetermination in the foregoing clauses under clause (i) and or (ii)) of this sentence, an “Interim Redetermination”) in accordance with this Section 2.07).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Bank(s) and the Lenders on or about April May 1st and October November 1st of each year (or, in each case, such date promptly or as soon as possible thereafter as reasonably practicablecontemplated by Section 2.07(d)(i), ) commencing April May 1, 20122025. In addition, The (i) the Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redetermination, or (B) upon the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% of the then effective Borrowing Base, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously accordance with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), this Section 2.07 and (ii) the Administrative Agent mayAgent, at the direction of the Required LendersLenders shall, by notifying the Borrower thereof, one one-time per fiscal year between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each redetermination in the foregoing clauses (i) and (ii)such redetermination, an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Banks and the Lenders on or about April 1st May 1 and October 1st November 1 of each year (oryear, in each case, such date promptly thereafter as reasonably practicable), commencing April beginning on May 1, 20122020. In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, one time between Scheduled Redeterminations, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A)Redeterminations, contemporaneously with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative Agent may, at the direction of the Required Lenders, following the first Scheduled Redetermination hereunder, one time between successive Scheduled Redeterminations, by notifying the Borrower thereof, one time per fiscal year elect to cause the Borrowing Base to be redetermined, and (iii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Restricted Subsidiaries with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined prior to the initial Scheduled Redetermination or between Scheduled Redeterminations (each redetermination in the foregoing clauses (i) and (ii)each, an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the AgentsAdministrative Agent, the Issuing Bank Bank(s) and the Lenders on or about April May 1st and October November 1st of each year (or, in each case, such date promptly or as soon as possible thereafter as reasonably practicablecontemplated by Section 2.07(d)(i), ) commencing April May 1, 20122019. In addition, The (i) the Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redetermination, or (B) upon the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% of the then effective Borrowing Base, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously accordance with the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), this Section 2.07 and (ii) the Administrative Agent mayAgent, at the direction of the Required LendersLenders shall, by notifying the Borrower thereof, one one-time per fiscal year between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each redetermination in the foregoing clauses (i) and (ii)such redetermination, an “Interim Redetermination”) in accordance with this Section 2.07.