Common use of Interim Redeterminations Clause in Contracts

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. In With effect from the first anniversary of the Closing Date, and in addition to the scheduled redeterminations of the Borrowing Base redeterminations provided for in clause (b) above, commencing after the First Scheduled Borrowing Base RedeterminationSection 3.2, the Borrowing Base may be further redetermined by Majority Lenders shall have 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 right to require one (but in accordance with clause (e1) below): (i) the Administrative Agent may, and shall at the request of the Majority Revolving Lenders, make one interim redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and of twelve (ii12) consecutive months upon giving the Administrative Technical Agent shalland the Borrowers at least ten (10) days’ prior written notice to such effect, at and the request of Borrowers shall have the Borrowers, make right to require one redetermination (1) interim determination of the Borrowing Base during any six-month period between scheduled redeterminations. For of twelve (12) consecutive months upon giving the avoidance of doubt, such additional redeterminations of Technical Agent and 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 Lenders at least 5 ten (10) 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 Defaulteffect. In connection with any redetermination of the Borrowing Base under this clause (c)Section 3.3, the Borrowers shall provide the Administrative Technical Agent and the Revolving Lenders with such supporting information regarding the Borrowers’ and the Guarantors’ business (including, without limitation, its Oil and Gas Propertiesincluding the Hydrocarbon Interests, the Proved Hydrocarbon InterestsReserves, and production relating thereto) as the Administrative Technical Agent or any Revolving Lender may reasonably request; provided that, including, in the case of requests for an increase to the Borrowing Base of $1,000,000 or more, an amount updated Independent Reserves Report. Within thirty (30) days after the Technical Agent’s receipt of a request for an interim determination under this Section 3.3 together with such supporting information (if any) referred to in excess the previous sentence, the Technical Agent shall deliver to each Lender the Technical Agent’s recommendation for the redetermined Borrowing Base. Within ten (10) days after the Lenders’ receipt of 7.5% of the Technical Agent’s recommendation, the Technical Agent and the Majority Lenders shall redetermine the Borrowing Base then in effectaccordance with Section 3.4, and the request of an updated Independent Reserve Report shall be deemed to be reasonable. The Administrative Technical Agent shall promptly notify the Company in writing Administrative Agent, the Borrowers and the Lenders of each redetermination of the Borrowing Base pursuant to this clause (c) and the amount of the Borrowing Base as so redeterminedredetermined provided that if the Majority Lenders do not agree on a redetermined Borrowing Base, the lowest redetermined amount among the Lenders will prevail. If the redetermined amount is lower than the Borrowing Base existing prior to such redetermination, the Borrowing Base shall be equal to the redetermined amount one (1) Business Day after such notification. If the redetermined amount is greater than the Borrowing Base existing prior to such redetermination, express written approval of the Supermajority Lenders shall be required before the redetermined amount may take effect, failing which the Borrowing Base shall remain the same as that existing prior to such redetermination.

Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause (b) above, commencing after the First Scheduled Borrowing Base RedeterminationSection 2.02(b), 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) belowSection 2.02(e)): (i) after the Spring 2021 BBRD Effective Date, the Administrative Agent may, and shall at the request of the Majority Revolving Required Lenders, make one a redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; provided that, if the Minimum Hedge Condition has been satisfied, then no interim redetermination of the Borrowing Base may be made under this clause (i) until after the Fall 2021 BBRD Effective Date; (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; and (iiiii) the Administrative Agent shall, at the request of the BorrowersBorrower, in connection with any acquisition of Oil and Gas Properties (whether completed in one transaction or a series of transaction) having a purchase price in excess of the greater of (x) 5% of the then current Borrowing Base and (y) $10,000,000, make one a redetermination of the Borrowing Base during any six-month period between scheduled redeterminationsBase. 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 paragraph (c) shall give the other party at least 5 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this clause paragraph (c) is to be performed (or such shorter period as each of the Administrative Agent and the Borrowers Borrower 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 (cSection 2.02(c), the Borrowers Borrower shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ Borrower and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, Oil and Gas Related Properties, the Proved Hydrocarbon InterestsProven Reserves, 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(x) 5% of the Borrowing Base then in effecteffect and (y) $10,000,000, the request of an updated Independent Reserve Engineering Report shall be is deemed to be reasonable. The Administrative Agent shall promptly notify the Company Borrower in writing of each redetermination of the Borrowing Base pursuant to this clause (cSection 2.02(c) and and, the amount of the Borrowing Base as so redeterminedredetermined and whether the Blocker Period has been lifted; provided that if such writing does not state that a Blocker Period has been lifted then a Blocker Period is deemed to be in effect with such redetermination.

Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause (b) above, commencing after the First Scheduled Borrowing Base RedeterminationSection 2.02(b), 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) belowSection 2.02(d)): (i) the Administrative Agent may, and shall at the request of the Majority Revolving Required Lenders, make one a redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and; (ii) the Administrative Agent shall, at the request of the BorrowersBorrower, make one a redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (iii) 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 since the date of the most recent scheduled Borrowing Base redetermination and (B) the BB Value of all such Hedge Events since the date of the most recent scheduled Borrowing Base redetermination, equals or exceeds 10% of the Borrowing Base then in effect. 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 paragraph (c) shall give the other party at least 5 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this clause paragraph (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)performed; 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 (cSection 2.02(c), the Borrowers Borrower shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ Borrower and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, the Proved Hydrocarbon InterestsProven Reserves, 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$1,000,000 or more, the request of an updated Independent Reserve Internal Engineering Report shall be is deemed to be reasonable. The Administrative Agent shall promptly notify the Company Borrower in writing of each redetermination of the Borrowing Base pursuant to this clause (cSection 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause (b) above, commencing after the First Scheduled Borrowing Base RedeterminationSection 2.02(b), 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) belowSection 2.02(e)): (i) the Administrative Agent may, and shall at the request of the Majority Revolving Required Lenders, make one a redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; provided that, such redetermination may not be exercised prior to April 1, 2017; (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; and (iiiii) the Administrative Agent shall, at the request of the BorrowersBorrower, in connection with any acquisition of Oil and Gas Properties (whether completed in one transaction or a series of transaction) having a purchase price in excess of the greater of (x) 5% of the then current Borrowing Base and (y) $10,000,000, make one a redetermination of the Borrowing Base during any six-month period between scheduled redeterminationsBase. 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 paragraph (c) shall give the other party at least 5 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this clause paragraph (c) is to be performed (or such shorter period as each of the Administrative Agent and the Borrowers Borrower 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 (cSection 2.02(c), the Borrowers Borrower shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ Borrower and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, the Proved Hydrocarbon InterestsProven Reserves, 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(x) 5% of the Borrowing Base then in effecteffect and (y) $10,000,000, the request of an updated Independent Reserve Engineering Report shall be is deemed to be reasonable. The Administrative Agent shall promptly notify the Company Borrower in writing of each redetermination of the Borrowing Base pursuant to this clause (cSection 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause Section 2.3(b), (bi) abovethe Administrative Agent may, commencing after at the First Scheduled Borrowing Base Redeterminationrequest of the Requisite Revolving Lenders, upon written notice to the Borrowing Base may be further redetermined by the Revolving Lenders or the Borrowers as follows, in each case, Company and 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 LendersSection 2.3(d)), make one redetermination up to two additional redeterminations of the Borrowing Base during any six-month period between scheduled redeterminationscalendar year period; and (ii) the Company may, by written request to the Administrative Agent, request that the Administrative Agent shall, at and the request of the Borrowers, Revolving Lenders make one redetermination up to two additional redeterminations of the Borrowing Base during any six-month calendar year period between scheduled redeterminations. For based on such information as the avoidance Administrative Agent and the Revolving Lenders deem relevant (but in accordance with Section 2.3(d)); and (iii) the Administrative Agent or the Requisite Revolving Lenders may request an additional redetermination in connection with any sale or proposed sale of doubt, such additional redeterminations Oil and Gas Properties of the Borrowing Base shall not constitute nor be construed as Company or any of the Guarantors having a consent market value of $10,000,000 or more to the extent any transaction or proposed transaction that would not be such sale is permitted under the terms of by this Agreement. The party requesting the redetermination under this clause the foregoing clauses (ci)-(iii) shall give the other party at least 5 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this clause paragraph (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 Defaultperformed. In connection with any redetermination of the Borrowing Base under this clause (cSection 2.3(c), the Borrowers Company shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ Company and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, the Proved Hydrocarbon InterestsProven Reserves, and production relating thereto) as the Administrative Agent or any the Requisite Revolving Lender Lenders may reasonably request; provided that, including, 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$10,000,000 or more, the request of an updated Independent Reserve Engineering Report shall be deemed to be reasonableor Internal Engineering Report, as agreed between the Company and the Administrative Agent. The Administrative Agent shall promptly promptly, and in any event within 45 days after the Administrative Agent and the Revolving Lender’s receipt of such information, and to the extent applicable, an updated Independent Engineering Report, notify the Company in writing of each redetermination of the Borrowing Base pursuant to this clause (cSection 2.3(c) and the amount of the Borrowing Base as so redetermined, which redetermined Borrowing Base shall become effective as of the date of such notice.

Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause (bSection 2.02(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, and based on such information as the Administrative Agent and the Revolving Lenders deem relevant (but in accordance with clause (e) belowSection 2.02(d)): (i) at the election of the Required Lenders, the Administrative Agent may, and shall at the request of the Majority Revolving Lenders, Lenders may make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and (ii) the Administrative Agent shall, at the request of the BorrowersBorrower, the Administrative Agent and the Lenders may make one additional 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 paragraph (c) shall give the other party at least 5 10 days’ ' prior written notice that a redetermination of the Borrowing Base pursuant to this clause paragraph (c) is to be performed (or such shorter period as each of the Administrative Agent and the Borrowers Borrower 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 (cSection 2.02(c), the Borrowers Borrower shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ Borrower and the Guarantors’ ' business (including, without limitation, its Oil and Gas Properties, the Proved Hydrocarbon InterestsProven Reserves, 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 7.55% of the Borrowing Base then in effect, the request of an updated Independent Reserve Engineering Report shall be is deemed to be reasonable. The Administrative Agent shall promptly notify the Company Borrower in writing of each redetermination of the Borrowing Base pursuant to this clause (cSection 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause (bSection 2.02(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, and based on such information as the Administrative Agent and the Revolving Lenders deem relevant (but in accordance with clause (e) belowSection 2.02(d)): (i) at the election of the Required Lenders, the Administrative Agent may, and shall at the request of the Majority Revolving Lenders, Lenders may make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and (ii) the Administrative Agent shall, at the request of the BorrowersBorrower, the Administrative Agent and the Lenders may make one additional 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 paragraph (c) shall give the other party at least 5 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this clause paragraph (c) is to be performed (or such shorter period as each of the Administrative Agent and the Borrowers Borrower 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 (cSection 2.02(c), the Borrowers Borrower shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ Borrower and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, the Proved Hydrocarbon InterestsProven Reserves, 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 7.55% of the Borrowing Base then in effect, the request of an updated Independent Reserve Engineering Report shall be is deemed to be reasonable. The Administrative Agent shall promptly notify the Company Borrower in writing of each redetermination of the Borrowing Base pursuant to this clause (cSection 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause (bSection 2.02(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, and based on such information as the Administrative Agent and the Revolving Lenders deem relevant (but in accordance with clause (e) belowSection 2.02(d)): (i) at the election of the Required Lenders, the Administrative Agent may, and shall the Lenders may make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; (ii) at the request of the Majority Revolving LendersBorrower, the Administrative Agent and the Lenders may make one additional redetermination of the Borrowing Base during any six-month period between scheduled redeterminations; and (iiiii) if at any time the Borrower ceases to directly or indirectly own at least 90% of the Equity Interests in Orion or at least 90% of the Equity Interests in Xxxxxxx, the Administrative Agent shall, at and the request of the Borrowers, Lenders may 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 Agreementat such times. The party requesting the redetermination under this clause (c) shall give the other party at least 5 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this clause paragraph (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)performed; provided that, no such prior written notice shall be required for any redetermination made by the Revolving Lenders during the existence of a an Event of Default. In connection with any redetermination of the Borrowing Base under this clause (cSection 2.02(c), the Borrowers Borrower shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ Borrower and the Guarantorsits Restricted Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the Proved Hydrocarbon InterestsProven Reserves, 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 including an updated Independent Reserve Report shall be deemed to be reasonableEngineering Report. The Administrative Agent shall promptly notify the Company Borrower in writing of each redetermination of the Borrowing Base pursuant to this clause (cSection 2.02(c) and the amount of the Borrowing Base as so redetermined.

Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in clause (b) above, commencing after the First Scheduled Borrowing Base RedeterminationSection 2.02(b), 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) belowSection 2.02(e)): (i) the Administrative Agent may, and shall at the request of the Majority Revolving Required Lenders, make one 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; and (iiiii) the Administrative Agent shall, at the request of the BorrowersBorrower, in connection with any acquisition of Oil and Gas Properties (whether completed in one transaction or a series of transaction) having a purchase price in excess of the greater of (x) 5% of the then current Borrowing Base and (y) $10,000,000, make one a redetermination of the Borrowing Base during any six-month period between scheduled redeterminationsBase. 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 paragraph (c) shall give the other party at least 5 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to this clause paragraph (c) is to be performed (or such shorter period as each of the Administrative Agent and the Borrowers Borrower 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 (cSection 2.02(c), the Borrowers Borrower shall provide the Administrative Agent and the Revolving Lenders with such information regarding the Borrowers’ Borrower and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, Oil and Gas Related Properties, the Proved Hydrocarbon InterestsProven Reserves, 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(x) 5% of the Borrowing Base then in effecteffect and (y) $10,000,000, the request of an updated Independent Reserve Engineering Report shall be is deemed to be reasonable. The Administrative Agent shall promptly notify the Company Borrower in writing of each redetermination of the Borrowing Base pursuant to this clause (cSection 2.02(c) and the amount of the Borrowing Base as so redetermined.