Common use of Interim Redetermination Clause in Contracts

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request of the Borrower and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)), make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (ii) the Administrative Agent and the Lenders may make additional redeterminations of the Borrowing Base in connection with any sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties of the Borrower or any Subsidiary having a fair market value which, when taken together with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedge. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and its Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing Oil and Gas Properties evaluated in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determined. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), (i) the Administrative Agent and the Lenders may, either may (i) in their sole discretion or make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations and (ii) at the request of the Borrower make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations, and in any case, based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)). Additionally, make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (ii) the Administrative Agent and the Lenders may make request (A) an additional redeterminations of the Borrowing Base redetermination in connection with any sale, lease, transfer, assignment, farm-out, conveyance, sale or other disposition proposed sale of Oil and Gas Properties of the Borrower or any Subsidiary of its Subsidiaries having a fair market value whichthat would, when taken together aggregated with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx such sales that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring consummated since the date of the most recent scheduled Borrowing Base last redetermination, equals equal or exceeds exceed an amount equal to 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the provided that such request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedge. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction sale or proposed transaction sale that would not be permitted under the terms of this Agreement, and (B) an additional redetermination if the net aggregate amount of Gas Imbalances with respect to the Oil and Gas Properties of the Borrower and its Subsidiaries exceeds at any time an amount equal to 1% of the Proven Reserves that are categorized as "proved, developed and producing" on the most recently delivered Engineering Report; provided that such request shall not constitute nor be construed as a consent to or a waiver of any Default or Event of Default occurring as a result of any such Gas Imbalance. The party requesting the redetermination under this paragraph (c) shall give the other party parties at least 10 days’ ' prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and its Subsidiaries’ ' business (including, without limitation, including its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or moreincluding, the request of without limitation, an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing Oil and Gas Properties evaluated in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedReport. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b2.2(b), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request of the Borrower and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d2.2(d)), the Administrative Agent may, and shall at the request of the Required Lenders, make one additional redetermination of the Borrowing Base during any six-month the period between any two scheduled redeterminations; and (ii) based on such information as the Administrative Agent and the Lenders may make additional redeterminations of the Borrowing Base deem relevant (but in connection accordance with any saleSection 2.2(d)), lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties of the Borrower or any Subsidiary having a fair market value which, when taken together with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, shall at the request of the Administrative AgentBorrower, may make one additional redeterminations redetermination of the Borrowing Base in connection with during the period between any novation, assignment, modification, amendment or termination of a BB Hedgetwo scheduled redeterminations. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c2.2(c), the Borrower shall provide the Administrative Agent and the Lenders with an Independent Reserve Report or an Internal Reserve Report dated effective as of a date no more than 30 days prior to the redetermination and such other information regarding the Borrower and its Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as may be reasonably requested by the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing the Oil and Gas Properties evaluated included or to be included in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedBase. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c2.2(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), (i) the Administrative Agent and the Revolving Lenders may, either may (i) in their sole discretion or make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations and (ii) at the request of the Borrower and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)), make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (ii) , and in any case, based on such information as the Administrative Agent and the Revolving Lenders deem relevant (but in accordance with Section 2.02(d)). Additionally, the Administrative Agent and the Revolving Lenders may make request (A) an additional redeterminations of the Borrowing Base redetermination in connection with any sale, lease, transfer, assignment, farm-out, conveyance, sale or other disposition proposed sale of Oil and Gas Properties of the Borrower or any Subsidiary of its Subsidiaries having a fair market value whichthat would, when taken together aggregated with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx such sales that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring consummated since the date of the most recent scheduled Borrowing Base last redetermination, equals equal or exceeds exceed an amount equal to 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedge. For the avoidance of doubtprovided that, such additional redeterminations of the Borrowing Base request shall not constitute nor be construed as a consent to any transaction sale or proposed transaction sale that would not be permitted under the terms of this Agreement, (B) an additional redetermination in connection with any Hedge Termination if such Hedge Termination, when aggregated with all other such Hedge Terminations that have been consummated since the date of the last redetermination, could reasonably be expected to result in a decrease of 5% or more to the collateral value of the Oil and Gas Properties which are given value in the Borrowing Base most recently in effect, as determined by the Administrative Agent in its sole discretion; provided that, such request shall not constitute nor be construed as a consent to any Hedge Termination that would not be permitted under the terms of this Agreement, and (C) an additional redetermination if the net aggregate amount of Gas Imbalances with respect to the Oil and Gas Properties of the Borrower and its Subsidiaries exceeds at any time an amount equal to 1% of the Proven Reserves that are categorized as "proved, developed and producing" on the most recently delivered Engineering Report; provided that, such request shall not constitute nor be construed as a consent to or a waiver of any Default or Event of Default occurring as a result of any such Gas Imbalance. The party requesting the redetermination under this paragraph (c) shall give the other party parties at least 10 days’ ' prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrower and its Subsidiaries’ ' business (including, without limitation, including its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Revolving Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or moreincluding, the request of without limitation, an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing Oil and Gas Properties evaluated in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedReport. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b2.2(b), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request of the Borrower and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d2.2(d)), make Administrative Agent may, and shall at the request of the Required Lenders, require one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (ii) based on such information as Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.2(d)), Borrower may require one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and (iii) Administrative Agent and the Lenders may make additional redeterminations of the Borrowing Base in connection with any sale, lease, transfer, assignment, farm-out, conveyance, or other disposition Disposition of Oil and Gas Properties constituting Proved Reserves of the Borrower or any Subsidiary having a fair market value which, when taken together with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions Dispositions of Oil and Gas Properties constituting Proved Reserves of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to Net Hedge Value for such XX Xxxxxx that have been subject to novations, assignments, unwinding, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedge. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c2.2(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and its Subsidiaries’ Borrower’s business (including, without limitation, its Oil and Gas Properties, the Proven Proved Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing Oil and Gas Properties evaluated in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determined. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c2.2(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b2.2(b), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request of the Borrower and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d2.2(d)), the Administrative Agent may, and shall at the request of the Required Lenders, make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminationsyear; and (ii) based on such information as the Administrative Agent and the Lenders may make additional redeterminations of the Borrowing Base deem relevant (but in connection accordance with any saleSection 2.2(d)), lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties of the Borrower or any Subsidiary having a fair market value which, when taken together with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, shall at the request of the Administrative AgentBorrower, may make one additional redeterminations redetermination of the Borrowing Base in connection with during any novation, assignment, modification, amendment or termination of a BB Hedgeyear. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ ' prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c2.2(c), the Borrower shall provide the Administrative Agent and the Lenders with an Internal Engineering Report dated effective as of a date no more than 30 days prior to the redetermination and such other information regarding the Borrower and its Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as may be reasonably requested by the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing the Oil and Gas Properties evaluated included or to be included in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedBase. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c2.2(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b2.2(b), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request of the Borrower and based on such information as the Administrative Agent and the Tier I Lenders deem relevant (but in accordance with Section 2.02(d2.2(d)), the Administrative Agent may, and shall at the request of the Required Tier I Lenders, make one additional redetermination of the Borrowing Base during any six-month the period between any two scheduled redeterminations; and (ii) based on such information as the Administrative Agent and the Tier I Lenders may make additional redeterminations of the Borrowing Base deem relevant (but in connection accordance with any saleSection 2.2(d)), lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties of the Borrower or any Subsidiary having a fair market value which, when taken together with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, shall at the request of the Administrative AgentBorrower, may make one additional redeterminations redetermination of the Borrowing Base in connection with during the period between any novation, assignment, modification, amendment or termination of a BB Hedgetwo scheduled redeterminations. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ ' prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Tier I Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c2.2(c), the Borrower shall provide the Administrative Agent and the Tier I Lenders with an Independent Reserve Report or an Internal Reserve Report dated effective as of a date no more than 30 days prior to the redetermination and such other information regarding the Borrower and its Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as may be reasonably requested by the Administrative Agent or any Tier I Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing the Oil and Gas Properties evaluated included or to be included in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedBase. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c2.2(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b2.2(b), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request of the Borrower and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d2.2(d)), the Administrative Agent may, and shall at the request of the Required Lenders, make one up to two additional redetermination redeterminations of the Borrowing Base during any six-month period between scheduled redeterminationsyear; and (ii) based on such information as the Administrative Agent and the Lenders may deem relevant (but in accordance with Section 2.2(d)), the Administrative Agent shall at the request of the Borrower, make up to two additional redeterminations of the Borrowing Base in connection with during any sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties of the Borrower or any Subsidiary having a fair market value which, when taken together with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedgeyear. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c2.2(c), the Borrower shall provide the Administrative Agent and the Lenders with an Internal Engineering Report dated effective as of a date no more than 30 days prior to the redetermination and such other information regarding the Borrower and its Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as may be reasonably requested by the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing the Oil and Gas Properties evaluated included or to be included in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedBase. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c2.2(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in this Section 2.02(b)2.12, (i) the Administrative Agent and the Lenders may, either (A) may in their sole discretion or make two additional redeterminations of the Borrowing Base during any calendar year (but no more than one additional redetermination between any two scheduled redeterminations) unless an Event of Default has occurred and is continuing in which case the Agent and the Lenders may in their sole discretion make additional redeterminations of the Borrowing Base at any time and (B) shall at the request of the Borrower make two additional redeterminations of the Borrowing Base during any calendar year (but no more than one additional redetermination between any two scheduled redeterminations), and in any case, based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d2.12(d)), make one . Any additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (iipursuant to Sections 6.2(c) the Administrative Agent and the Lenders may make additional redeterminations of the Borrowing Base in connection with any sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties of the Borrower or any Subsidiary having a fair market value which, when taken together with (A6.20(b) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedge. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent considered to any transaction or proposed transaction that would not be permitted under the terms of an interim redetermination pursuant to this AgreementSection 2.12(c). The party requesting the redetermination under this paragraph (c) shall give the other party parties at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (ciii) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c2.12(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and its Subsidiaries’ business (including, without limitation, its including the Oil and Gas PropertiesProperties included or to be included in the Borrowing Base, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or moreincluding, the request of without limitation, an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing Oil and Gas Properties evaluated in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedReport. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c2.12(c) and the amount of the Borrowing Base as so redetermined. Any Borrowing Base adjustment by the Agent as a result of Section 6.2 shall not be considered to be a Borrowing Base redetermination pursuant to this Section 2.12(c).

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), (i) the Administrative Agent and the Lenders may, either may (i) in their sole discretion or make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations and (ii) at the request of the Borrower make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations, and in any case, based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)). Additionally, make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (ii) the Administrative Agent and the Lenders may make request (A) an additional redeterminations of the Borrowing Base redetermination in connection with any sale, lease, transfer, assignment, farm-out, conveyance, sale or other disposition proposed sale of Oil and Gas Properties of the Borrower or any Subsidiary of its Subsidiaries having a fair market value whichthat would, when taken together aggregated with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx such sales that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring consummated since the date of the most recent scheduled Borrowing Base last redetermination, equals equal or exceeds exceed an amount equal to 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedge. For the avoidance of doubtprovided that, such additional redeterminations of the Borrowing Base request shall not constitute nor be construed as a consent to any transaction sale or proposed transaction sale that would not be permitted under the terms of this Agreement, and (B) an additional redetermination if the net aggregate amount of Gas Imbalances with respect to the Oil and Gas Properties of the Borrower and its Subsidiaries HOUSTON\2059604 -26- exceeds at any time an amount equal to 1% of the Proven Reserves that are categorized as “proved, developed and producing” on the most recently delivered Engineering Report; provided that, such request shall not constitute nor be construed as a consent to or a waiver of any Default or Event of Default occurring as a result of any such Gas Imbalance. The party requesting the redetermination under this paragraph (c) shall give the other party parties at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and its Subsidiaries’ business (including, without limitation, including its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or moreincluding, the request of without limitation, an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing Oil and Gas Properties evaluated in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedReport. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request direction of the Borrower and Required Lenders shall, based on such information as the Administrative Agent and the Lenders deem deems relevant (but in accordance with this Section 2.02(d2.02(c)), make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (ii) the Administrative Agent shall, at the request of the Borrower and based on such information as the Administrative Agent deems relevant (but in accordance with this Section 2.02(c)), make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and (iii) the Administrative Agent and the Lenders may make request an additional redeterminations of the Borrowing Base redetermination in connection with any sale, lease, transfer, assignment, farm-out, conveyance, sale or other disposition proposed sale of Oil and Gas Properties of the Borrower or any Subsidiary of its Subsidiaries having a fair market value which, when taken together with (A) the fair market value of all other sales$5,000,000 or more, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of to the Borrower or extent any Subsidiary and (B) the Borrowing Base value attributed such sale is permitted by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedge. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (cSection 2.02(c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and its Subsidiaries’ business (including, without limitation, including its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, (y) including, in the case of requests for an increase to the Borrowing Base of $5,000,000 1,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing Oil and Gas Properties evaluated in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedReport. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b2.2(b), from and after the effective date of the first scheduled redetermination of the Borrowing Base under Section 2.2(b)(i), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request of the Borrower and based on such information as the Administrative Agent and the Tier I Lenders deem relevant (but in accordance with Section 2.02(d2.2(d)), the Administrative Agent shall at the request of the Required Tier I Lenders, make one additional redetermination of the Borrowing Base during any six-month the period between any two scheduled redeterminations; and (ii) based on such information as the Administrative Agent and the Tier I Lenders may make additional redeterminations of the Borrowing Base deem relevant (but in connection accordance with any saleSection 2.2(d)), lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties of the Borrower or any Subsidiary having a fair market value which, when taken together with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, shall at the request of the Administrative AgentBorrower, may make one additional redeterminations redetermination of the Borrowing Base in connection with during the period between any novation, assignment, modification, amendment or termination of a BB Hedgetwo scheduled redeterminations. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ ' prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Tier I Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c2.2(c), the Borrower shall provide the Administrative Agent and the Tier I Lenders with an Independent Reserve Report or an Internal Reserve Report dated effective as of a date no more than 30 days prior to the redetermination and such other information regarding the Borrower and its Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as may be reasonably requested by the Administrative Agent or any Tier I Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing the Oil and Gas Properties evaluated included or to be included in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedBase. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c2.2(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), (i) the Administrative Agent and the Lenders may, either may (i) in their sole discretion or make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations and (ii) at the request of the Borrower make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations, and in any case, based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)). Additionally, make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (ii) the Administrative Agent and the Lenders may make request (A) an additional redeterminations of the Borrowing Base redetermination in connection with any sale, lease, transfer, assignment, farm-out, conveyance, sale or other disposition proposed sale of Oil and Gas Properties of the Borrower or any Subsidiary of its Subsidiaries having a fair market value whichthat would, when taken together aggregated with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx such sales that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring consummated since the date of the most recent scheduled Borrowing Base last redetermination, equals equal or exceeds exceed an amount equal to 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedge. For the avoidance of doubtprovided that, such additional redeterminations of the Borrowing Base request shall not constitute nor be construed as a consent to any transaction sale or proposed transaction sale that would not be permitted under the terms of this Agreement, and (B) an additional redetermination if the net aggregate amount of Gas Imbalances with respect to the Oil and Gas Properties of the Borrower and its Subsidiaries exceeds at any time an amount equal to 1% of the Proven Reserves that are categorized as “proved, developed and producing” on the most recently delivered Engineering Report; provided that, such request shall not constitute nor be construed as a consent to or a waiver of any Default or Event of Default occurring as a result of any such Gas Imbalance. The party requesting the redetermination under this paragraph (c) shall give the other party parties at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and its Subsidiaries’ business (including, without limitation, including its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or moreincluding, the request of without limitation, an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing Oil and Gas Properties evaluated in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedReport. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b2.2(b), (i) the Administrative Agent and the Lenders may, either in their sole discretion or at the request of the Borrower and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d2.2(d)), the Administrative Agent may, and shall at the request of the Required Lenders, (A) prior to May 1, 2014, make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminationsyear, and (B) after May 1, 2014, make up to two additional redeterminations of the Borrowing Base during any year; and (ii) based on such information as the Administrative Agent and the Lenders may deem relevant (but in accordance with Section 2.2(d)), the Administrative Agent shall at the request of the Borrower, (A) prior to May 1, 2014, make one additional redetermination of the Borrowing Base during any year and (B) after May 1, 2014, make up to two additional redeterminations of the Borrowing Base in connection with during any sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties of the Borrower or any Subsidiary having a fair market value which, when taken together with (A) the fair market value of all other sales, leases, transfers, assignments, farm-outs, conveyances, or other dispositions of Oil and Gas Properties of the Borrower or any Subsidiary and (B) the Borrowing Base value attributed by the Administrative Agent to XX Xxxxxx that have been subject to novations, assignments, amendments, modifications or terminations, in each case, occurring since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 5% of the Borrowing Base then in effect; and (iii) the Administrative Agent and the Lenders, at the request of the Administrative Agent, may make additional redeterminations of the Borrowing Base in connection with any novation, assignment, modification, amendment or termination of a BB Hedgeyear. For the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting the redetermination under this paragraph (c) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (c) is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this Section 2.02(c2.2(c), the Borrower shall provide the Administrative Agent and the Lenders with an Internal Engineering Report dated effective as of a date no more than 30 days prior to the redetermination and such other information regarding the Borrower and its Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as may be reasonably requested by the Administrative Agent or any Lender may reasonably request; provided that, (y) in the case of requests for an increase to the Borrowing Base of $5,000,000 or more, the request of an updated Independent Engineering Report is deemed to be reasonable and (z) other than as provided in the preceding clause (y), no new reserve or deliverability studies shall be required with respect to existing the Oil and Gas Properties evaluated included or to be included in the most recently delivered Engineering Report upon which the then effective Borrowing Base was determinedBase. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c2.2(c) and the amount of the Borrowing Base as so redetermined.