Common use of Effectiveness of a Redetermined Borrowing Base Clause in Contracts

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting Lenders or the Required Lenders, as applicable, pursuant to Section 2.14(c)(iii), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders: (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely and complete manner, on the April 1st or October 1st, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and (ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Notice. Subject to Section 2.14(i), such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e), (f), (g) or (h) or Section 9.16, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2.

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting of the Lenders or the Required LendersLenders (subject to Section 2.10(b) and Section 12.02(b)(ii) with respect to any Defaulting Lender), as applicable, pursuant to Section 2.14(c)(iii2.07(c)(iii), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders (the “New Borrowing Base Notice”) of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks Bank(s) and the Lenders: : (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(aSection 8.12(a) and Section 8.12(c) (cexcluding the September 1, 2018 Reserve Report) in a timely and complete manner, then on the April or about May 1st or October 1stNovember 1st of each year, as applicable, following such noticenotice (or as soon as possible thereafter, pursuant to the procedures set forth in Section 2.07(c)(iii)), or (B) (I) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(aSection 8.12(a) and (cSection 8.12(c) in a timely and complete mannermanner or (II) in connection with the September 1, 2018 Reserve Report, then in each case on the Business Day next succeeding delivery of such New Borrowing Base Notice; and and (ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Notice. Subject to Section 2.14(i), such Such amount shall then become the Borrowing Base Base, until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e), (f), (g) or (h) or Section 9.16pursuant to the Borrowing Base Adjustment Provisions, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Borrower. Section 13.2.2.08

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting Lenders or the Required Revolver Lenders and all of the other Revolver Lenders and/or the Required Revolver Lenders, as applicable, pursuant to Section 2.14(c)(iii2.2(c), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks Lender and the Lenders: (i) : in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (cSection 6.2(b) in a timely and complete manner, then on the April 1st or October 1st, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c6.2(b) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice; and (ii) and in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice. Subject to Section 2.14(i), such Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e), (f), (g) or (h) 6.12 or Section 9.167.4, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2Borrower.

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting of the Lenders or the Administrative Agent and the Required Lenders, as applicable, pursuant to Section 2.14(c)(iii3.03(c), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders: , (ia) in the case of a Scheduled Redetermination, (A1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (cSection 6.10(a) in a timely and complete manner, then on the or about April 1st or and October 1st1st of such year, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (cSection 6.10(a) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice; and and (iib) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice. Subject to Section 2.14(i), such Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e), (f), (g) or (h) 3.06 or Section 9.166.12, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2Borrower.

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting the Borrowing Base Required Lenders or the Required Lenders, as applicable, pursuant to Section 2.14(c)(iii), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders: : (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely and complete manner, on the April 1st 30th or October 1st31st, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and and (ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Notice. Subject to Section 2.14(i2.14(h), such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e), (f), (g) or (h) or Section 9.16), whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2.Borrower. (e)

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting of the Lenders or the Required Lenders, as applicable, pursuant to Section 2.14(c)(iii2.07(c)(iii), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders: : (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(aSection 8.12(a) and (c) in a timely and complete manner, then on the April 1st or October 1st, as applicable, applicable Scheduled Redetermination Date following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(aSection 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice; and and (ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice. Subject to Section 2.14(i), such Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Effective Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e2.07(e), (f), (g) or (hSection 8.13(c) or Section 9.169.12(e)(v), whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2.Borrower. (e)

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting of the Lenders or the Administrative Agent and the Required Revolving Lenders, as applicable, pursuant to Section 2.14(c)(iii3.03(c), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders: , (ia) in the case of a Scheduled Redetermination, (A1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (cSection 6.10(a) in a timely and complete manner, then on the or about April 1st or and October 1st1st of such year, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (cSection 6.10(a) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice; and and (iib) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice. Subject to Section 2.14(i), such Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e), (f), (g) or (h) 3.06 or Section 9.166.12, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2Borrower.

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting of the Lenders or the Administrative Agent and the Required Revolving Lenders, as applicable, pursuant to Section 2.14(c)(iii3.03(c), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders: , (ia) in the case of a Scheduled Redetermination, (A1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (cSection 6.10(a) in a timely and complete manner, then on the or about April 1st or and October 1st1st of such year, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (cSection 6.10(a) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice; and and (iib) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Notice. Subject to Section 2.14(i), such notice.Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e), (f), (g) or (h) 3.06 or Section 9.166.12, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2Borrower.

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting of the Lenders or the Required Majority Lenders, as applicable, pursuant to Section 2.14(c)(iii2.07(c)(iii), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders: (i) : • in the case of a Scheduled Redetermination, (A) o if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(aSection 8.12(a) and (c) in a timely and complete manner, then on the April May 1st or October November 1st, as applicable, following such notice, or (B) o if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(aSection 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice; and (ii) and • in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice. Subject to Section 2.14(i), such Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e2.07(e), (fSection 2.07(f), (g) or (h) Section 8.13(c), Section 9.05(n)(iii), or Section 9.169.12, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2Borrower.

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved or is deemed to have been approved by all Non-Defaulting of the Lenders or the Required Lenders, as applicable, pursuant to Section 2.14(c)(iii2.07(c)(iii), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders: : (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports requested or required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely and complete manner, then on the April May 1st or October 1stNovember 1st year (or, in each case, such date promptly thereafter as reasonably practicable), as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice; and and (ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Noticenotice. Subject to Section 2.14(i), such Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e2.07(e), (fSection 2.07(f), (g) or (h) or Section 9.168.12(c), whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower. (e) Reduction of Borrowing Base Related to Dispositions of Oil and Gas Properties and/or Liquidation of Hedge Agreements. If (i) any Hedge Agreement in respect of commodities (other than Other Hedge Agreements) to which the Borrower or any other Loan Party is a party is Liquidated or (ii) the Borrower or any other Loan Party Disposes of any Borrowing Base Property or Equity Interests in accordance any other Loan Party owning Borrowing Base Properties (including any designation of a Restricted Subsidiary as an Unrestricted Subsidiary pursuant to Section 9.23(b)), and the Borrowing Base value assigned to the Liquidated portion of such Hedge Agreement (after giving effect to any other Hedge Agreements (other than Other Hedge Agreements) executed by the Borrower or any Guarantor contemporaneously with Section 13.2.the Liquidation of such Hedge Agreements or subsequent to the most recent Scheduled Redetermination Date) or

Effectiveness of a Redetermined Borrowing Base. Subject to Section 2.14(h), after After a redetermined Borrowing Base is approved by all of the Lenders or is approved or deemed to have been approved by all Non-Defaulting Lenders or the Required Lenders, as applicable, pursuant to Section 2.14(c)(iii2.07(c)(iii), the Administrative Agent shall promptly thereafter notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative AgentAgents, the Issuing Banks Bank and the Lenders: : (i) in the case of a Scheduled Redetermination, (Aa) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(aSection 8.11(a) and (c) in a timely and complete manner, then on the April 1st or October 1st1st (or, in each case, such date promptly thereafter as reasonably practicable), as applicable, following such notice, or (Bb) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(aSection 8.11(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such New Borrowing Base Notice; and and (ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such New Borrowing Base Notice. Subject to Section 2.14(i), such Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 2.14(e2.07(e), (f), (g) or (hSection 8.12(c) or Section 9.169.12(d), whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower in accordance with Section 13.2.Borrower. (e)