Common use of Interim Redetermination Clause in Contracts

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), the Administrative Agent and the Lenders may (i) in their sole discretion make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period and (ii) at the request of the Borrower make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period, 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, the Administrative Agent and the Lenders may request an additional redetermination in connection with any sale or proposed sale of Borrowing Base Properties of the Borrower or any Guarantor having a market value of $5,000,000 or more to the extent any such sale is permitted by this Agreement. The party requesting the redetermination shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount pursuant to this paragraph (c) is to be performed. In connection with any redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and the Guarantors’ business (including its Borrowing Base Properties, the Proven Reserves attributable thereto, and production relating thereto) as the Administrative Agent may request, including

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), the Administrative Agent and the Lenders may (i) in their sole discretion make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period between scheduled redeterminations and (ii) at the request of the Borrower make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month periodperiod 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(d2.02(e)). Additionally, the Administrative Agent and the Lenders may request an additional redetermination in connection with any sale or proposed sale of Borrowing Base Properties of the Borrower or any Guarantor having a market value of $5,000,000 or more to the extent any such sale is permitted by this Agreement. The party requesting the redetermination shall give the other party at least 10 days’ parties prior written notice that a redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount pursuant to this paragraph (c) is to be performed. In connection with any redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount under this Section 2.02(c), the Borrower shall shall, within 14 days of receipt of such notice by the Borrower from the Administrative Agent or delivery of such notice by the Borrower to the Administrative Agent, as applicable, provide the Administrative Agent and the Lenders with such information regarding the Borrower and the Guarantors’ its Subsidiaries' business (including its Borrowing Base Oil and Gas Properties, the Proven Reserves attributable theretoReserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request, including, without limitation, an updated Independent Engineering Report. The Administrative Agent shall promptly, and in any event within 45 days after the Administrative Agent and the Lenders’ receipt of such information, 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), the Administrative Agent and the Lenders may (i) in their sole discretion the Borrower may request two additional redeterminations of the Borrowing Base during any calendar year and (ii) the Supermajority Lenders may make one additional redetermination of the Borrowing BaseBase during any calendar year; provided, however, that any increase in the Conforming Borrowing Base resulting from such a redetermination shall require the consent of all the Lenders; and provided further, that such redeterminations shall be in the Monthly Borrowing Base Reduction Amount during any six-calendar month period Lenders’ sole discretion and (ii) at the request of the Borrower make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period, and in any case, shall be based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)). Additionally, the Administrative Agent and the Lenders may request an additional redetermination in connection with any sale or proposed sale of Borrowing Base Properties of the Borrower or any Guarantor having a market value of $5,000,000 or more to the extent any such sale is permitted by this Agreement. The party parties requesting the redetermination shall give the other party parties at least 10 days’ prior written notice that a redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount pursuant to this paragraph (c) is to be performed. In connection with any redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and the GuarantorsCredit Parties’ business (including including, without limitation, its Borrowing Base Oil and Gas Properties, the Proven Reserves attributable theretoProved Reserves, and production relating thereto) as the Administrative Agent or any Lender may request. In connection with such interim redeterminations, includingthe Administrative Agent may request the Borrower to deliver an updated Internal Engineering Report or Independent Engineering Report. 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), the Administrative Agent and the Lenders may (i) in their sole discretion make one additional redetermination of the Borrowing Base, Base and the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period between scheduled redeterminations and (ii) at the request of the Borrower make one additional redetermination of the Borrowing Base, Base and the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month periodperiod 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, the Administrative Agent and the Lenders may request an additional redetermination in connection with any sale or proposed sale of Borrowing Base Properties of the Borrower or any Guarantor having a market value of $5,000,000 or more to the extent any such sale is permitted by this Agreement. The party requesting the redetermination shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base, Base and the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount pursuant to this paragraph (c) is to be performed. In connection with any redetermination of the Borrowing Base, Base and the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and the Guarantors’ business (including its Borrowing Base Properties, the Proven Reserves attributable thereto, and production relating thereto) as the Administrative Agent may request, includingincluding an updated Independent Engineering Report. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base and the Conforming Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base and the Conforming Borrowing Base as so redetermined.

Interim Redetermination. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), the Administrative Agent and the Lenders may (i) may, in their sole discretion make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period and (ii) at the request of the Borrower make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period, 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)), make two additional redeterminations of the Borrowing Base during any twelve-month period. AdditionallyFurthermore, the Administrative Agent and the Lenders may may, at the request an additional redetermination in connection with any sale or proposed sale of Borrowing Base Properties of the Borrower or and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)), make two additional redeterminations of the Borrowing Base during any Guarantor having a market value of $5,000,000 or more to the extent any such sale is permitted by this Agreementtwelve-month period. The party requesting the redetermination shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount pursuant to this paragraph (c) is to be performed; provided that, if a Default has occurred and is continuing, no such prior notice is required for a Borrowing Base redetermination elected by the Lenders. In connection with any redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount under this Section 2.02(c), ) the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and the Guarantorsits Subsidiaries’ business (including including, without limitation, its Borrowing Base Oil and Gas Properties, the Proven Reserves attributable theretoReserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request, includingincluding an updated Internal Engineering Report. 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), the Administrative Agent and the Lenders may (i) may, either in their sole discretion make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period and (ii) or at the request of the Borrower make one additional redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount during any six-calendar month period, 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)), make one additional redetermination of the Borrowing Base during any six-month period between scheduled redetermination. Additionally, the Administrative Agent and the Lenders may request an additional redetermination in connection with any sale or proposed sale of Borrowing Base Oil and Gas Properties of the Borrower or any Guarantor of its Subsidiaries having a market value of $5,000,000 500,000 or more to the extent any such sale is permitted by this Agreement. The party requesting the redetermination shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount pursuant to this paragraph (c) is to be performed. In connection with any redetermination of the Borrowing Base, the Conforming Borrowing Base and the Monthly Borrowing Base Reduction Amount under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and the Guarantorsits Subsidiaries’ business (including including, without limitation, its Borrowing Base Oil and Gas Properties, the Proven Reserves attributable theretoReserves, and production relating thereto) as the Administrative Agent or any Lender may request, including, in the case of requests for an increase to the Borrowing Base of $1,000,000 or more, an updated Independent Engineering Report. 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.