Common use of Interim Redetermination Clause in Contracts

Interim Redetermination. In addition to the Scheduled Redeterminations, (i) based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.2(f)), the Administrative Agent may, and shall at the request of the Required Lenders, make one additional redetermination of the Borrowing Base during the period between any two Semi-Annual Redeterminations, and (ii) based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.2(f)), the Administrative Agent shall at the request of the Borrower, make one additional redetermination of the Borrowing Base during the period between any two Semi-Annual 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 (e) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (e) 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 an Event of Default. In connection with any redetermination of the Borrowing Base under this Section 2.2(e), the Borrower shall provide the Administrative Agent and the Lenders with an Internal Engineering Report prepared in accordance with the procedures used in the immediately preceding Independent Engineering Report or an Independent Engineering Report dated effective as of a date no more than 30 days prior to the redetermination, and such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.2(e) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Scheduled Semi-Annual Redeterminations, (i) based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.2(f2.2(d)), the Administrative Agent may, and shall at the request of the Required Lenders, make one additional redetermination of the Borrowing Base during the period between any two Semi-Annual Redeterminations, and (ii) based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.2(f2.2(d)), the Administrative Agent shall at the request of the Borrower, make one additional redetermination of the Borrowing Base during the period between any two Semi-Annual 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 (ec) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (ec) 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 an Event of Default. In connection with any redetermination of the Borrowing Base under this Section 2.2(e2.2(c), the Borrower shall provide the Administrative Agent and the Lenders with an Internal Engineering Report prepared in accordance with the procedures used in the immediately preceding Independent Engineering Report or an Independent Engineering Report dated effective as of a date no more than 30 days prior to the redetermination, and such other information as may be reasonably requested by the Administrative Agent or any Lender the Required Lenders with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. The Administrative Agent shall poll the Lenders following the procedures provided in Sections 2.02(b)(i) and (ii), and shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.2(e2.2(c) and the amount of the Borrowing Base as so redetermined. No additional redetermination of the Borrowing Base requested by the Required Lenders pursuant to this Section 2.2(c) shall occur before the First Scheduled Redetermination Date.

Interim Redetermination. In addition to the Scheduled Redeterminations, (i) based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.2(f)), the Administrative Agent may, and shall at the request of the Required Lenders, make one additional redetermination of the Borrowing Base during the period between any two Semi-Annual Redeterminations, and (ii) based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.2(f)), the Administrative Agent shall at the request of the Borrower, make one additional redetermination of the Borrowing Base during the period between any two Semi-Annual 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 (e) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this paragraph (e) 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 an Event of Default. In connection with any redetermination of the Borrowing Base under this Section 2.2(e2.2(f), the Borrower shall provide the Administrative Agent and the Lenders with an Internal Engineering Report prepared in accordance with the procedures used in the immediately preceding Independent Engineering Report or an Independent Engineering Report dated effective as of a date no more than 30 days prior to the redetermination, and such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.2(e) and the amount of the Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Scheduled RedeterminationsBorrowing Base redeterminations provided for in Section 2.02(b) and the interim redetermination provided for in Section 2.02(e), (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 2.2(f2.02(d)), the Administrative Agent may, and shall at the request of the Required Lenders, make one additional redetermination redeterminations of the Borrowing Base and the Conforming Borrowing Base during the any six-month period between any two Semi-Annual Redeterminations, and (ii) based on such information as scheduled redeterminations; provided that neither the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.2(f)), nor the Administrative Agent Borrower shall at the be permitted to request of the Borrower, make more than one additional such unscheduled redetermination of the Borrowing Base during the any six-month period between any two Semi-Annual 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 Agreementscheduled redeterminations. The party requesting the redetermination under this paragraph (e) shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base and the Conforming Borrowing Base pursuant to this paragraph (ec) 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 an Event of Default. In connection with any redetermination of the Borrowing Base and the Conforming Borrowing Base under this Section 2.2(e2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with an Internal Engineering Report prepared in accordance with such information regarding the procedures used in Borrower and its Subsidiaries’ business (including its Oil and Gas Properties, the immediately preceding Independent Engineering Report or an Independent Engineering Report dated effective as of a date no more than 30 days prior to the redeterminationProven Reserves, and such other information production relating thereto) as may be reasonably requested by the Administrative Agent or any Lender with respect to may reasonably request, including, in the Oil and Gas Properties included or to be included case of a proposed change in the Borrowing BaseBase or Conforming Borrowing Base of $10,000,000 or more, an updated Independent Engineering Report. The Administrative Agent shall promptly promptly, and in any event within 45 days after the receipt of such information, recommend to the Lenders a Borrowing Base and the Conforming Borrowing Base pursuant to this Section 2.02(c), and once approved by the Required Lenders or Lenders, as applicable, the Administrative Agent shall notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.2(e) and the amount of the Borrowing Base and the Conforming Borrowing Base as so redetermined.