Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause (b) above, commencing after the First Scheduled Borrowing Base Redetermination, the Borrowing Base may be further redetermined by the Revolving Lenders or the Borrowers as follows, in each case, based on such information as the Administrative Agent and the Revolving Lenders deem relevant (but in accordance with clause (e) below):
(i) the Administrative Agent may, and shall at the request of the Majority Revolving Lenders, make one redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and
(ii) the Administrative Agent shall, at the request of the Borrowers, make one redetermination of the Borrowing Base during any six-month period between 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 clause (c) shall give the other party at least 5 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this clause (c) is to be performed (or such shorter period as each of the Administrative Agent and the Borrowers may agree to in their respective sole discretion); provided that, no such prior written notice shall be required for any redetermination made by the Revolving Lenders during the existence of a Default. In connection with any redetermination of the Borrowing Base under this clause (c), the Borrowers shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, the Proved Hydrocarbon Interests, and production relating thereto) as the Administrative Agent or any Revolving Lender may reasonably request; provided that, in the case of requests for an increase to the Borrowing Base of an amount in excess of 7.5% of the Borrowing Base then in effect, the request of an updated Independent Reserve Report shall be deemed to be reasonable. The Administrative Agent shall promptly notify the Company in writing of each redetermination of the Borrowing Base pursuant to this clause (c) and the amount of the Borrowing Base as so redetermined.
Interim Redeterminations. The Borrower may, at its option, one time during any 12-month period initiate an interim redetermination of the Borrowing Base. In addition, the Borrower may, at its option, in connection with any acquisition (or any series of acquisitions occurring since the most recent redetermination of the Borrowing Base) by the Parent, the Borrower or a Restricted Subsidiary of Oil and Gas Properties having a purchase price, either individually or in the aggregate, of $50,000,000 or more, initiate an interim redetermination of the Borrowing Base. The Administrative Agent (at the direction of the Required Lenders, in their option) may one time during any 12-month period initiate an interim redetermination of the Borrowing Base. The Borrowing Base also may be redetermined in accordance with this Agreement upon the occurrence of any of the events described in any of Sections 5.12, 5.17, 6.01(j) or 6.13.
Interim Redeterminations. The Borrower may, at its option, one time during any 12-month period initiate an interim redetermination of the Borrowing Base. In addition, the Borrower may, at its option, in connection with any acquisition (or any series of acquisitions occurring since the most recent redetermination of the Borrowing Base) by the Borrower or a Restricted Subsidiary of Oil and Gas Properties having a purchase price, either individually or in the aggregate, of $50,000,000 or more, initiate an interim redetermination of the Borrowing Base. The Administrative Agent (at the direction of the Required Lenders, in their option) may one time during any 12-month period initiate an interim redetermination of the Borrowing Base. The Borrowing Base also may be redetermined in accordance with Section 6.2.10(i).
Interim Redeterminations. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b) and 2.02(e), (i) the Administrative Agent and the Lenders in their sole discretion may, or at the request of the Borrower Representative shall, 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 period between scheduled redeterminations; (ii) the Lenders may request an additional redetermination in connection with any sale or proposed sale or disposition of Oil and Gas Properties of any Obligor or any Subsidiary of an Obligor having a market value which, when taken together with the market value of all other sales or other dispositions of Oil and Gas Properties of any Obligor or any Subsidiary of an Obligor occurring since the date of the most recent redetermination, equals or exceeds 5% of the Borrowing Base then in effect; provided that, such request shall not constitute nor be construed as a consent to any sale or proposed sale that would not be permitted under the terms of this Agreement; and (iii) the Lenders may request an additional redetermination if the net aggregate amount of gas imbalances with respect to the Oil and Gas Properties of the Parent and its Subsidiaries exceeds $50,000,000 at any time; 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 the foregoing clauses (i), (ii) or (iii) 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. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower Representative shall provide the Administrative Agent and the Lenders with such information regarding the Parent 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 request, including, in the case of requests for an increase to the Borrowing Base of $10,000,000 or more, 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, and to the ex...
Interim Redeterminations. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b) and based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)):
(i) at the election of the Required Lenders, the Administrative Agent and the Lenders may make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and
(ii) at the request of the Borrower, the Administrative Agent and the Lenders may make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations.
Interim Redeterminations. In addition to the Borrowing Base redeterminations provided for in Section 2.02(b), the Administrative Agent and the Lenders may (i) at the request of the Borrowers make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations, and (ii) in their sole discretion make additional redeterminations of the Borrowing Base at any time and for any reason 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)). The party requesting the redetermination 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. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower Representative shall promptly, and in any event with 14 days after a request is made by the Administrative Agent or a Lender, provide the Administrative Agent and the Lenders with such information regarding each Borrower’s and its respective 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 request. The Administrative Agent shall promptly, and in any event within 45 days after the Administrative Agent and the Lenders’ receipt of such information, and to the extent applicable, an updated Engineering Report, notify the Borrower Representative 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 Redeterminations. If (i) the Borrower terminates any Commodity Hedging Agreements that were previously the basis for an increase in the Borrowing Base, or (ii) so requested by the Majority Banks or the Borrower at any time after any change in commodity prices, applicable laws, contracts, material reserve additions, drilling results or the Hydrocarbon Properties as a result of acquisitions or Dispositions or the pricing parameters that the Banks apply to similar production loans for similarly situated companies, that are reasonably expected to result in a change of the Borrowing Base by more than 5% or the Borrower or any of its Restricted Subsidiaries enters into a Commodity Hedging Agreement and requests the Banks to evaluate the effect of such Commodity Hedging Agreements on the Borrowing Base (provided that the Majority Banks (collectively) pursuant to this clause (ii) and the Borrower may each only make one such request in any 12-month period), or (iii) so requested by the Majority Banks or the Borrower at any time (provided that the Majority Banks (collectively) or the Borrower pursuant to this clause (iii) may only make one such request in any 12-month period), the Administrative Agent shall, as promptly as reasonably practicable after the receipt of such request or in the case of clause (i) above, receives notice of the occurrence of the applicable event, endeavor to redetermine (in consultation with the Majority Banks) the Borrowing Base as then in effect on the basis of the then most recent Reserve Evaluation Report or such new Reserve Evaluation Report, which in the case of material reserve additions or acquisitions shall be prepared by an Independent Petroleum Engineer, delivered with such request (subject, however, to such additional adjustments to the rates, factors, values, estimates, assumptions and computations as set forth therein as the Administrative Agent, with the concurrence of the Majority Banks, may determine to be appropriate in accordance with their current parameters for similar production loans for similarly situated companies) and any other relevant information and factors, including, without limitation, any additional Indebtedness or other obligations that have been or are reasonably anticipated to be incurred by the Borrower and its Restricted Subsidiaries and any Hydrocarbon Properties (and assets relating thereto) acquired by the Borrower and its Restricted Subsidiaries (which are not subject to any Lien other than Liens created under the Se...
Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in Section 2.02(b), the Borrowing Base may be further redetermined by the Lenders as follows, in each case, based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)):
(i) the Administrative Agent may, and shall at the request of the Required Lenders, make a redetermination of the Borrowing Base during any six-month period between scheduled redeterminations;
(ii) the Administrative Agent shall, at the request of the Borrower, make a redetermination of the Borrowing Base during any six-month period between scheduled redeterminations;
(iii) during the Designated Period, the Administrative Agent and the Lenders shall make additional redeterminations of the Borrowing Base in connection with each Disposition of Oil and Gas Properties (whether completed in one transaction or series of transactions) with a purchase price equal to or greater than $5,000,000 (excluding the Marcellus Sale which triggers the automatic reduction provided for in Section 2.02(d)(ii)); provided that (A) each such redetermination shall be triggered upon the earlier of (x) the execution by the Borrower of definitive documentation for the applicable Disposition and (y) the date on which the applicable Disposition is consummated, and (B) the applicable Borrowing Base redetermination effected #5138767
(iv) the Administrative Agent and the Lenders shall make an additional redetermination of the Borrowing Base on or about August 1, 2016 with an “as of” date of August 1, 2016 (or such earlier date as agreed to by the Administrative Agent, the Required Lenders and the Borrower or such later date as agreed to by the Administrative Agent and the Required Lenders), and the Borrower hereby agrees to deliver to the Administrative Agent and the Lenders on or before July 8, 2016 an Internal Engineering Report or an Independent Engineering Report (as selected by the Borrower) dated effective as of July 1, 2016 and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; and
(v) the Administrative Agent and the Lenders may make additional redeterminations of the Borrowing Base in connection with any Disposition of Oil and Gas Properties or any Hedge Event if, after giving effect thereto, the sum of (A) the BB Value of all Dispositions of Oil and Gas Properties made ...
Interim Redeterminations. The Company may, at its option one time during a 12-month period, initiate an interim redetermination of the Borrowing Base. The Administrative Agent (at the direction of the Required Lenders, in their option) may, one time during any 12-month period, initiate an interim redetermination of the Borrowing Base.
Interim Redeterminations. The Company may, at its option one time during a 12 month period, initiate an interim redetermination of the Borrowing Base. The Administrative Agent (at the direction of the Required Lenders, in their option) may, one time during any 12 month period, initiate an interim redetermination of the Borrowing Base.
