Common use of Scheduled Borrowing Base Determinations Clause in Contracts

Scheduled Borrowing Base Determinations. Subject to Section 2.16(c), at all times prior to the Maturity Date the Effective Amount shall not exceed the Borrowing Base then in effect (it being understood that failure to comply with this sentence shall not constitute a Default or Event of Default, but instead the Borrower shall be subject to the requirements of such Section 2.16(c)). The initial Borrowing Base hereunder shall be $30,000,000.00 until redetermined as set forth on Appendix A and this Section 2.16 (each, a “Scheduled Borrowing Base Determination”). The Borrowing Base shall be redetermined by Administrative Agent and the Lenders in their sole discretion, and effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by Administrative Agent and the Lenders, in their sole discretion, of the loan value assigned to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and such other credit factors (including without limitation the assets, liabilities, cash flow, current Swap Agreements, business, properties, prospects, management and ownership of the Credit Parties) which Administrative Agent and the Lenders in their sole discretion deem significant. In connection with each redetermination of the Borrowing Base, Administrative Agent shall recommend to the Lenders a new Borrowing Base and Administrative Agent and the Lenders in their sole discretion shall (by unanimous agreement in the case of Borrowing Base increases and by agreement of Administrative Agent and the Required Lenders in the case of no change or decreases in the Borrowing Base) establish the redetermined Borrowing Base. If Administrative Agent and all the Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease), as the case may be, cannot agree on a Borrowing Base amount, the amount shall remain unchanged until such time as Administrative Agent and all Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease), as the case may be, can agree on a new Borrowing Base amount. Such redetermination shall be given by notice to Borrower by the dates specified on Appendix A, or as soon thereafter as is reasonably practicable. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, Administrative Agent and the Lenders may nonetheless determine a new Borrowing Base. Notwithstanding any of the foregoing and unless a Special Event has occurred and is continuing, (i) there shall be no Scheduled Borrowing Base Determination until the first anniversary of the Closing Date and (ii) no Scheduled Borrowing Base Determination shall cause Borrower to not receive Committed Well Set Funds.

Scheduled Borrowing Base Determinations. Subject to Section 2.16(c), at At all times prior to the Maturity Date Termination Date, the Effective Amount shall not exceed the Aggregate Commitment then in effect. From and after the First Amendment Effective Date until adjusted in accordance with Section 2.04(f) or the definition of Borrowing Base then in effect (it being understood that failure to comply with this sentence or otherwise redetermined, the Conforming Borrowing Base shall not constitute a Default or Event of Default, but instead equal $200,000,000 and the Borrower Borrowing Base shall equal $235,000,000. The Conforming Borrowing Base shall be subject to redetermined by the requirements of such Section 2.16(c)). The initial Lenders in good faith and consistent with their usual and customary oil and gas lending criteria as they exist at the time for each Borrowing Base hereunder shall be $30,000,000.00 until redetermined as set forth on Appendix A and this Section 2.16 Period (eacheach such determination, a “Scheduled Borrowing Base Determination”). The Borrowing Base shall be redetermined by Administrative Agent and the Lenders in their sole discretion) commencing on March 1, 2013, and effective as of the date set forth in such notice of redetermination. The Conforming Borrowing Base shall represent the determination by Administrative Agent and the Lenders, in their sole discretionaccordance with the provisions herein contained and its lending practices then in effect for loans of this nature, of the loan value assigned to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and such other credit factors (including without limitation the assets, liabilities, cash flow, current Swap AgreementsDerivative Contracts, business, properties, prospects, management and ownership of the Credit PartiesBorrower) which Administrative Agent the Lenders, in good faith and the Lenders in consistent with their sole discretion usual and customary oil and gas lending criteria as they exist at such time, deem significant. In connection with each redetermination of the Conforming Borrowing Base, Administrative Agent shall recommend to the Lenders a new Conforming Borrowing Base and Administrative Agent Base, and the Lenders in accordance with their sole discretion customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall (by unanimous agreement in the case of the Conforming Borrowing Base increases and by agreement of Administrative Agent and the Required Lenders in the case of no change or decreases in the Conforming Borrowing Base) establish the redetermined Conforming Borrowing Base. If Administrative Agent and all the Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease)Lenders, as the case may be, cannot agree on a Conforming Borrowing Base, (i) the amount of the Conforming Borrowing Base amount, the amount shall remain unchanged until such time as Administrative Agent and all the Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease)Lenders, as the case may be, can agree on a new Conforming Borrowing Base amountpursuant to clause (ii) below or otherwise, and (ii) the Administrative Agent shall poll the Lenders to ascertain the highest Conforming Borrowing Base acceptable to a number of Lenders sufficient to constitute the Required Lenders or all Lenders, as applicable, and such amount shall constitute the new Conforming Borrowing Base upon notice to Borrower as indicated below. If any Lender shall fail to respond to Administrative Agent’s recommendation for the Conforming Borrowing Base within the requisite period for response, such Lender shall be deemed to have approved such recommendation. Such redetermination shall be given by notice to Borrower by the dates specified on Appendix AI, or as soon thereafter as is reasonably practicable. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, Administrative Agent and the Lenders may nonetheless determine a new Conforming Borrowing Base. Notwithstanding any of the foregoing and unless a Special Event has occurred and is continuing, (i) there shall be no Scheduled Borrowing Base Determination until the first anniversary of the Closing Date and (ii) no Scheduled Borrowing Base Determination shall cause Borrower to not receive Committed Well Set Funds.

Scheduled Borrowing Base Determinations. Subject to Section 2.16(c), at At all times prior to the Final Maturity Date Date, the Effective Amount shall not exceed the Borrowing Base then in effect (it being understood that failure to comply with this sentence shall not constitute a Default or Event of Defaulteffect. From and after the Effective Date, but instead the Borrower shall be subject to the requirements of such Section 2.16(c)). The initial Borrowing Base hereunder shall be $30,000,000.00 8,000,000, and the initial Borrowing Base Reduction Amount shall be $250,000, in each case until redetermined as set forth on Appendix A and pursuant to the terms of this Section 2.16 (each2.05. Upon notice to the Company, a “the Borrowing Base and the Borrowing Base Reduction Amount shall be redetermined for each Borrowing Base Period on each Scheduled Borrowing Base Determination”). The Borrowing Base Determination Date, and each such redetermination shall be redetermined by Administrative Agent and the Lenders in their sole discretion, and effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by Administrative Agent and the Lenders, in their sole discretion, of Borrowing Base Reduction Amount shall be determined based upon the loan collateral value assigned to the proved Oil and Gas Mortgaged Properties evaluated in the most recently delivered Reserve Report and such other credit factors (including without limitation the assets, liabilities, cash flow, current Swap Agreements, business, properties, prospects, management and ownership of the Credit PartiesCompany and the Guarantors) which Administrative Agent the Lenders deem significant. The Lenders’ determination of the Borrowing Base and the Lenders Borrowing Base Reduction Amount shall be in their sole discretion deem significantand shall not be subject to review or challenge under Sections 11.18 and 11.19 hereof. In connection with Upon each redetermination of the Borrowing BaseBase and the Borrowing Base Reduction Amount, the Administrative Agent shall recommend to the Lenders a new Borrowing Base and Administrative Agent a new Borrowing Base Reduction Amount and the Lenders in accordance with their sole discretion customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall (by unanimous agreement in the case of Borrowing Base increases or Borrowing Base Reduction Amount decreases and by agreement of Administrative Agent and the Required Super-Majority Lenders in the case of no change Borrowing Base decreases or decreases in the affirmations or Borrowing BaseBase Reduction Amount increases or affirmations) establish the redetermined Borrowing BaseBase and Borrowing Base Reduction Amount. If Administrative Agent and all the Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease), as the case may be, cannot agree on a Borrowing Base amount, the amount shall remain unchanged until such time as Administrative Agent and all Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease), as the case may be, can agree on a new Borrowing Base amount. Such redetermination shall be given by notice to Borrower by the dates specified on Appendix A, or as soon thereafter as is reasonably practicable. If Borrower Company does not furnish the Reserve Reports or all such other information and data by the date required, Administrative Agent and the Lenders may nonetheless determine a new Borrowing Base. Notwithstanding any of the foregoing Base and unless a Special Event has occurred and is continuing, (i) there shall be no Scheduled Borrowing Base Determination until Reduction Amount. It is expressly understood that the first anniversary of Lenders shall have no obligation to determine the Closing Date and (ii) no Scheduled Borrowing Base Determination shall cause Borrower or the Borrowing Base Reduction Amount at any particular amount, either in relation to not receive Committed Well Set Fundsthe Maximum Loan Amount or otherwise.

Scheduled Borrowing Base Determinations. Subject to Section 2.16(c), at At all times prior to the Maturity Termination Date the Effective Amount shall not exceed the Borrowing Base Available Commitment then in effect (it being understood that failure to comply with this sentence shall not constitute a Default or Event of Default, but instead the Borrower shall be subject to the requirements of such Section 2.16(c))effect. The initial Borrowing Base hereunder shall be $30,000,000.00 until redetermined as that set forth on Appendix A and this I until adjusted in accordance with Section 2.16 (each, a “Scheduled Borrowing Base Determination”)2.04(f) or otherwise redetermined. The Borrowing Base shall be redetermined by Administrative Agent and the Lenders in good faith and consistent with their sole discretionusual and customary oil and gas lending criteria as they exist at the time for each Borrowing Base Period (each such determination a “Scheduled Borrowing Base Determination”) commencing on the date provided on Appendix I hereto, and effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by Administrative Agent and the Lenders, in their sole discretionaccordance with the provisions herein contained and its lending practices then in effect for loans of this nature, of the loan value assigned to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and such other credit factors (including without limitation the assets, liabilities, cash flow, current Swap AgreementsDerivative Contracts, business, properties, prospects, management and ownership of the Credit PartiesBorrower) which Administrative Agent and the Lenders in good faith and consistent with their sole discretion usual and customary oil and gas lending criteria as they exist at such time deem significant. In connection with each redetermination of the Borrowing Base, Administrative Agent shall recommend to the Lenders a new Borrowing Base and Administrative Agent and the Lenders in accordance with their sole discretion customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall (by unanimous agreement in the case of Borrowing Base increases and by agreement of Administrative Agent and the Required Lenders in the case of no change or decreases in the Borrowing Base) establish the redetermined Borrowing Base. If Administrative Agent and all the Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease)Lenders, as the case may be, cannot agree on a Borrowing Base amount, the amount shall remain unchanged until such time as Administrative Agent and all Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease)Lenders, as the case may be, can agree on a new Borrowing Base amount. Such redetermination shall be given by notice to Borrower by the dates specified on Appendix AI, or as soon thereafter as is reasonably practicable. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, Administrative Agent and the Lenders may nonetheless determine a new Borrowing Base. Notwithstanding any of the foregoing and unless a Special Event has occurred and is continuing, (i) there shall be no Scheduled Borrowing Base Determination until the first anniversary of the Closing Date and (ii) no Scheduled Borrowing Base Determination shall cause Borrower to not receive Committed Well Set Funds.

Scheduled Borrowing Base Determinations. Subject to Section 2.16(c), at At all times prior to the Maturity Date Termination Date, the Effective Amount shall not exceed the Borrowing Base Available Commitment then in effect (it being understood that failure to comply with this sentence shall not constitute a Default or Event of Default, but instead the Borrower shall be subject to the requirements of such Section 2.16(c))effect. The initial Borrowing Base hereunder shall be $30,000,000.00 until redetermined as that set forth on Appendix A and this I until adjusted in accordance with Section 2.16 (each, a “Scheduled Borrowing Base Determination”)2.04(f) or otherwise redetermined. The Borrowing Base shall be redetermined by Administrative Agent and the Lenders in good faith and consistent with their sole discretionusual and customary oil and gas lending criteria as they exist at the time for each Borrowing Base Period (each such determination a “Scheduled Borrowing Base Determination”) commencing on the date provided on Appendix I hereto, and effective as of the date set forth in such notice of redetermination. The Borrowing Base shall represent the determination by Administrative Agent and the Lenders, in their sole discretionaccordance with the provisions herein contained and its lending practices then in effect for loans of this nature, of the loan value assigned to the proved Oil and Gas Properties evaluated in the most recently delivered Reserve Report and such other credit factors (including without limitation the assets, liabilities, cash flow, current Swap AgreementsDerivative Contracts, business, properties, prospects, management and ownership of the Credit PartiesBorrower) which Administrative Agent the Lenders, in good faith and the Lenders in consistent with their sole discretion usual and customary oil and gas lending criteria as they exist at such time, deem significant. In connection with each redetermination of the Borrowing Base, Administrative Agent shall recommend to the Lenders a new Borrowing Base and Administrative Agent and the Lenders in accordance with their sole discretion customary policies and procedures for extending credit to Oil and Gas reserve-based customers shall (by unanimous agreement in the case of Borrowing Base increases and by agreement of Administrative Agent and the Required Lenders in the case of no change or decreases in the Borrowing Base) establish the redetermined Borrowing Base. If Administrative Agent and all the Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease)Lenders, as the case may be, cannot agree on a Borrowing Base amount, the amount shall remain unchanged until such time as Administrative Agent and all Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease)Lenders, as the case may be, can agree on a new Borrowing Base amount. If any Lender shall fail to respond to Administrative Agent’s recommended Borrowing Base within the requisite period for response, such Lender shall be deemed to have approved such recommendation. Such redetermination shall be given by notice to Borrower by the dates specified on Appendix AI, or as soon thereafter as is reasonably practicable. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, Administrative Agent and the Lenders may nonetheless determine a new Borrowing Base. Notwithstanding any of the foregoing and unless a Special Event has occurred and is continuing, (i) there shall be no Scheduled Borrowing Base Determination until the first anniversary of the Closing Date and (ii) no Scheduled Borrowing Base Determination shall cause Borrower to not receive Committed Well Set Funds.

Scheduled Borrowing Base Determinations. Subject to Section 2.16(c)(i) Until the Initial Borrowing Base Termination Date, at all times prior to the Maturity Date the Effective Amount shall not exceed the Borrowing Base then shall equal the Initial Borrowing Base Amount, as the same may be adjusted in effect (it being understood that failure accordance with Section 2.04(f). From and after the Initial Borrowing Base Termination Date, the Borrowing Base shall be the amount determined from time to comply time in accordance with this sentence shall not constitute a Default or Event of DefaultSection 2.04. (ii) From and after the Initial Borrowing Base Termination Date, but instead the Borrower Borrowing Base shall be subject to redetermined by the requirements of such Section 2.16(c)). The initial Revolving Lenders in good faith and consistent with their usual and customary oil and gas lending criteria as they exist at the time for each Borrowing Base hereunder shall be $30,000,000.00 until redetermined as set forth on Appendix A and this Section 2.16 Period (eacheach such determination, a “Scheduled Borrowing Base Determination”). The Borrowing Base shall be redetermined by Administrative Agent and the Lenders in their sole discretion, and effective as of the date set forth in such notice of redetermination. . (iii) The Borrowing Base shall represent the determination by Administrative Agent and the Revolving Lenders, in their sole discretionaccordance with the provisions herein contained and each such Revolving Lender’s lending practices then in effect for loans of this nature (including, for the avoidance of doubt, each such Revolving Lender’s consideration of the impact of Derivative Transactions), of the loan value assigned to the proved Oil and Gas Properties Proved Reserves evaluated in the most recently delivered Reserve Report and such other credit factors (including without limitation the assets, liabilities, cash flow, current Swap AgreementsDerivative Contracts, business, properties, prospects, management and ownership of Borrower) that such Revolving Lender, in good faith and consistent with its respective usual and customary oil and gas lending criteria as they exist at such time, deems significant. (iv) Each Scheduled Borrowing Base Determination, each Special Borrowing Base Determination and each redetermination pursuant to the Credit PartiesSection 2.04(f)(ii) which or Section 2.04(f)(iii) shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the Lenders Reserve Report Certificate required to be delivered by the Borrower to the Administrative Agent, in their sole discretion deem significant. In connection with the case of a Scheduled Borrowing Base Determination, pursuant to Section 7.02(c)(i) and Section 7.02(c)(ii), and, in the case of a Special Borrowing Base Determination and each redetermination of in accordance with Section 2.04(f)(ii) or Section 2.04(f)(iii), pursuant to Section 7.02(c)(iii), (B) such other reports, data and supplemental information, including, the Borrowing Baseinformation provided pursuant to Section 7.02(h), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), and (C) if applicable, a Derivative Cancellation Notice, the Administrative Agent shall recommend to evaluate the Lenders information contained in the Engineering Reports and Derivative Cancellation Notice, if any, and shall propose a new Borrowing Base (all such amounts being 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 Indebtedness) 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 the Proposed Borrowing Base exceed the Aggregate Commitment Amount. (v) The Administrative Agent shall notify the Borrower and the Lenders in their sole discretion shall (by unanimous agreement in of the case of Proposed Borrowing Base increases and by agreement of Administrative Agent and (the Required Lenders in the case of no change or decreases in the Borrowing Base) establish the redetermined Borrowing Base. If Administrative Agent and all the Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease), as the case may be, cannot agree on a “Proposed Borrowing Base amount, the amount shall remain unchanged until such time as Administrative Agent and all Lenders (for an increase) or Administrative Agent and the Required Lenders (for no change or a decrease), as the case may be, can agree on a new Borrowing Base amount. Such redetermination shall be given by notice to Borrower by the dates specified on Appendix A, or as soon thereafter as is reasonably practicable. If Borrower does not furnish the Reserve Reports or all such other information and data by the date required, Administrative Agent and the Lenders may nonetheless determine a new Borrowing Base. Notwithstanding any of the foregoing and unless a Special Event has occurred and is continuing, (i) there shall be no Scheduled Borrowing Base Determination until the first anniversary of the Closing Date and (ii) no Scheduled Borrowing Base Determination shall cause Borrower to not receive Committed Well Set Funds.Notice”):