Common use of Periodic Determinations of Borrowing Base Clause in Contracts

Periodic Determinations of Borrowing Base. (a) On or before each April 1 and October 1, commencing April 1, 2014, until the Maturity Date, Borrower shall furnish to Agent a Reserve Report, which shall set out as of the six (6) months ending January 1 and July 1, respectively, the Proved Mineral Interests attributable to the Mortgaged Properties and such other oil and gas properties of the Loan Parties as Borrower may select. Each October 1 Reserve Report may be prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared by independent reservoir engineers. Each April 1 Reserve Report shall be a complete report prepared by independent reservoir engineers reasonably acceptable to Agent relating to the Proved Mineral Interests attributable to the Mortgaged Properties and such other oil and gas properties of the Loan Parties as Borrower may select. In addition, Borrower may submit with each April 1 Reserve Report a separate Reserve Report prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report prepared by independent reservoir engineers submitted therewith, covering such other oil and gas properties of the Loan Parties as Borrower may select. Upon receipt of each such Reserve Report, Agent shall make a determination of the Borrowing Base and the Monthly Reduction Amount which shall become effective upon approval by the Required Lenders or all Lenders in accordance with the procedure set forth in Section 4.04 and subsequent written notification from Agent to Borrower, and which, subject to the other provisions of this Agreement shall be the Borrowing Base and the Monthly Reduction Amount until the effective date of the next redetermination as provided in this Article IV. (b) In the event that Borrower does not furnish to Agent a Reserve Report by the dates specified in Section 4.02(a), then Agent and Lenders may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until Agent receives the relevant Reserve Report, whereupon Agent and Lenders shall redetermine the Borrowing Base as otherwise specified in this Article IV.

Periodic Determinations of Borrowing Base. (ai) The Borrowing Base shall be redetermined as of May 1 and November 1 of each year, commencing May 1, 2019. On or before each April 1 and October 1of each year, commencing April 1, 2014, until the Maturity Date, Borrower Borrowers shall furnish to Administrative Agent a Reserve Report, which shall set out Report as of the six (6) months ending preceding January 1 and July 1, respectively, prepared by an Independent Engineer covering all of the Proved Mineral Interests attributable to Oil and Gas Properties of the Borrowing Parties, including the Mortgaged Properties and such other oil and gas properties Properties. On or before October 1 of each year, Borrowers shall furnish Administrative Agent a Reserve Report as of the Loan Parties as Borrower may select. Each October preceding July 1 Reserve Report may be prepared by Borrower’s Borrowers’ own engineers, who shall certify such Reserve Report to be true engineer and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared certified by independent reservoir engineers. Each April 1 Reserve Report shall be a complete report prepared by independent reservoir engineers reasonably acceptable to Agent relating to Responsible Officer of each Borrower covering all of the Proved Mineral Interests attributable to Oil and Gas Properties of the Borrowing Parties, including the Mortgaged Properties and such other oil and gas properties of the Loan Parties as Borrower may select. In addition, Borrower may submit with each April 1 Reserve Report a separate Reserve Report prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report prepared by independent reservoir engineers submitted therewith, covering such other oil and gas properties of the Loan Parties as Borrower may selectProperties. Upon receipt of each such Reserve Report, Administrative Agent shall make a determination of the Borrowing Base and the Monthly Reduction Amount (if any) which shall become effective upon approval by the Required Revolving Credit Lenders or all Revolving Credit Lenders in accordance with the procedure procedures set forth in Section 4.04 2.9(d) and subsequent written notification from Administrative Agent to BorrowerBorrowers, and which, subject to the other provisions of this Agreement Agreement, shall be the Borrowing Base and the Monthly Reduction Amount until the effective date of the next redetermination as provided in this Article IVSection 2.9. (bii) In the event that Borrower does Borrowers do not furnish to Administrative Agent a Reserve Report by the dates specified in Section 4.02(a2.9(b)(i), then Administrative Agent and the Required Revolving Credit Lenders or all Revolving Credit Lenders, as applicable, may nonetheless redetermine the Borrowing Base and/or the Monthly Reduction Amount and redesignate the Borrowing Base and/or Monthly Reduction Amount from time to time thereafter in their sole discretion until Administrative Agent receives the relevant Reserve Report, whereupon Administrative Agent and the Required Revolving Credit Lenders or all Revolving Credit Lenders, as applicable, shall redetermine the Borrowing Base and/or Monthly Reduction Amount as otherwise specified in this Article IVSection 2.9.

Periodic Determinations of Borrowing Base. (ai) The Borrowing Base shall be redetermined as of May 1 and November 1 of each year, commencing with the first May 1 or November 1 following the First Redetermination Date. On or before each April 1 and October 1, commencing April 1, 2014, until the Maturity Dateof each year, Borrower shall furnish to Administrative Agent a Reserve Report, which shall set out Report as of the six (6) months ending preceding January 1 and July 1, respectively, prepared by an Independent Engineer covering all of the Proved Mineral Interests attributable to Oil and Gas Properties of Borrower and its Subsidiaries, including the Mortgaged Properties and such other oil and gas properties Properties. On or before October 1 of each year, Borrower shall furnish Administrative Agent a Reserve Report as of the Loan Parties as Borrower may select. Each October preceding July 1 Reserve Report may be prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true engineer and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared certified by independent reservoir engineers. Each April 1 Reserve Report shall be a complete report prepared by independent reservoir engineers reasonably acceptable to Agent relating to Responsible Officer of Borrower covering all of the Proved Mineral Interests attributable to Oil and Gas Properties of Borrower and its Subsidiaries, including the Mortgaged Properties and such other oil and gas properties of the Loan Parties as Borrower may select. In addition, Borrower may submit with each April 1 Reserve Report a separate Reserve Report prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report prepared by independent reservoir engineers submitted therewith, covering such other oil and gas properties of the Loan Parties as Borrower may selectProperties. Upon receipt of each such Reserve Report, Administrative Agent shall make a determination of the Borrowing Base and the Monthly Reduction Amount which shall become effective upon approval by the Required Lenders or all Lenders in accordance with the procedure procedures set forth in Section 4.04 2.9(d) and subsequent written notification from Administrative Agent to Borrower, and which, subject to the other provisions of this Agreement Agreement, shall be the Borrowing Base and the Monthly Reduction Amount until the effective date of the next redetermination as provided in this Article IVSection 2.9. (bii) In the event that Borrower does not furnish to Administrative Agent a Reserve Report by the dates specified in Section 4.02(a2.9(b)(i), then Administrative Agent and the Required Lenders or all Lenders, as applicable, may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until Administrative Agent receives the relevant Reserve Report, whereupon Administrative Agent and the Required Lenders or all Lenders, as applicable, shall redetermine the Borrowing Base as otherwise specified in this Article IVSection 2.9.

Periodic Determinations of Borrowing Base. (ai) On The Borrowing Base shall be redetermined on or before about March 31 and September 30 of each April 1 and October 1, commencing April 1, 2014, year until the Maturity Date. On or before February 28 of each year, Borrower shall furnish to Agent Lender a Reserve Report, which shall set out Report as of the six (6) months ending preceding January 1 and July 1, respectively, prepared by an Independent Engineer covering all of the Proved Mineral Interests attributable to Oil and Gas Properties of Borrower and its Subsidiaries and the other Obligated Parties, including the Mortgaged Properties and such other oil and gas properties Properties. On or before August 31 of each year, Borrower shall furnish Lender a Reserve Report as of the Loan Parties as Borrower may select. Each October preceding July 1 Reserve Report may be prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true engineer or an Independent Engineer and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared certified by independent reservoir engineers. Each April 1 Reserve Report shall be a complete report prepared by independent reservoir engineers reasonably acceptable to Agent relating to Responsible Officer of Borrower covering all of the Proved Mineral Interests attributable to Oil and Gas Properties of Borrower and its Subsidiaries and the other Obligated Parties, including the Mortgaged Properties and such other oil and gas properties of the Loan Parties as Borrower may select. In addition, Borrower may submit with each April 1 Reserve Report a separate Reserve Report prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report prepared by independent reservoir engineers submitted therewith, covering such other oil and gas properties of the Loan Parties as Borrower may selectProperties. Upon receipt of each such Reserve Report, Agent Lender shall make a determination of the Borrowing Base and the Monthly Reduction Amount (if any) which shall become effective upon approval by the Required Lenders or all Lenders in accordance with the procedure set forth in Section 4.04 and subsequent written notification from Agent Lender to Borrower, and which, subject to the other provisions of this Agreement Agreement, shall be the Borrowing Base and the Monthly Reduction Amount until the effective date of the next redetermination as provided in this Article IVSection 2.9. (bii) In the event that Borrower does not furnish to Agent Lender a Reserve Report by the dates specified in Section 4.02(a2.9(b)(i), then Agent and Lenders Lender may nonetheless redetermine the Borrowing Base and/or the Monthly Reduction Amount and redesignate the Borrowing Base and/or the Monthly Reduction Amount from time to time thereafter in their its sole discretion until Agent Lender receives the relevant Reserve Report, whereupon Agent and Lenders Lender shall redetermine the Borrowing Base and/or the Monthly Reduction Amount as otherwise specified in this Article IVSection 2.9. (iii) On August 31 of each year, Borrower shall pay Lender an engineering fee of $5,000 for the next following determination of the Borrowing Base pursuant hereto; provided, however, if the Reserve Report delivered in connection with such determination was prepared by an Independent Engineer, such engineering fee shall be waived.

Periodic Determinations of Borrowing Base. (a) On or before each April 1 and October 1, 1 commencing April 1, 20142011, until the Maturity Date, Borrower shall furnish to Agent a Reserve Report, which shall set out as of the six (6) months ending January 1 and July 1, respectively, the Proved Mineral Interests attributable to the Mortgaged Properties and such other oil and gas properties of the Loan Parties as Borrower may select. Each October 1 Reserve Report may be prepared by Borrower’s own engineers, who engineers and shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with certified by the procedures used in the immediately preceding Reserve Report prepared by independent reservoir engineersPresident or other Responsible Officer of Borrower. Each April 1 Reserve Report shall be a complete report prepared by independent reservoir engineers reasonably acceptable to Agent relating to the Proved Mineral Interests attributable to the Mortgaged Mortgage Properties known as “West Xxxx Xxxxxxx Bay” and “Permian Basin”, and such other oil and gas properties of the Loan Parties as Borrower may select. In addition, Borrower may submit with each April 1 Reserve Report a separate Reserve Report prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true engineers and accurate and to have been prepared in accordance with certified by the procedures used in the Reserve Report prepared by independent reservoir engineers submitted therewith, President or other Responsible Officer of Borrower covering such other oil and gas properties of the Loan Parties as Borrower may select. Upon receipt of each such Reserve Report, Agent shall make a determination of the Borrowing Base and the Monthly Reduction Amount which shall become effective upon approval by the Required Lenders or all Lenders in accordance with the procedure set forth in Section 4.04 and subsequent written notification from Agent to Borrower, and which, subject to the other provisions of this Agreement shall be the Borrowing Base and the Monthly Reduction Amount until the effective date of the next redetermination as provided in this Article IV. (b) In the event that Borrower does not furnish to Agent a Reserve Report by the dates specified in Section 4.02(a), then Agent and Lenders may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their sole discretion until Agent receives the relevant Reserve Report, whereupon Agent and Lenders shall redetermine the Borrowing Base as otherwise specified in this Article IV.

Periodic Determinations of Borrowing Base. (a) The Borrowing Base shall be redetermined as of May 15 and November 15 of each year. On or before March 1 of each April 1 and October 1, commencing April 1, 2014, until the Maturity Dateyear, Borrower shall furnish to Agent Lender a Reserve Report, which shall set out Report as of the six (6) months ending preceding January 1 and July 1, respectively, prepared by an independent reservoir engineer reasonably acceptable to Lender (an “Independent Engineer”) covering the Proved Mineral Interests attributable to in all of the Mortgaged Properties and such other oil and gas properties of Borrower, including the Mortgaged Properties and a summary of all commodity Swap Contracts then in existence entered into by any Loan Parties as Party (including, for each commodity Swap Contract, the tenor, volume and fixed price thereof). On or before September 1 of each year beginning in 2016, Borrower may select. Each October 1 shall furnish Lender a Reserve Report may be as of the preceding July 1 prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared by independent reservoir engineers. Each April 1 Reserve Report shall be a complete report prepared by independent reservoir engineers reasonably acceptable to Agent relating to an Independent Engineer covering the Proved Mineral Interests attributable to in all of the Mortgaged Properties and such other oil and gas properties of Borrower, including the Mortgaged Properties and a summary of all commodity Swap Contracts then in existence entered into by any Loan Parties as Borrower may select. In additionParty (including, Borrower may submit with for each April 1 Reserve Report a separate Reserve Report prepared by Borrower’s own engineerscommodity Swap Contract, who shall certify such Reserve Report to be true the tenor, volume and accurate and to have been prepared in accordance with the procedures used in the Reserve Report prepared by independent reservoir engineers submitted therewith, covering such other oil and gas properties of the Loan Parties as Borrower may selectfixed price thereof). Upon receipt of each such Reserve Report, Agent Lender shall make a determination of the Borrowing Base and the Monthly Reduction Amount which shall become effective upon approval by the Required Lenders or all Lenders in accordance with the procedure set forth in Section 4.04 and subsequent written notification from Agent Lender to Borrower, and which, subject to the other provisions of this Agreement shall be the Borrowing Base and the Monthly Reduction Amount until the effective date of the next redetermination as provided in this Article IV. (b) In the event that Borrower does not furnish to Agent Lender a Reserve Report by the dates specified in Section 4.02(a), then Agent and Lenders Lender may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time to time thereafter in their its sole discretion until Agent Lender receives the relevant Reserve Report, whereupon Agent and Lenders Lender shall redetermine the Borrowing Base as otherwise specified in this Article IV.

Periodic Determinations of Borrowing Base. (a) On or before each April 1 and October 1, 1 commencing April 1, 20142012, until the Maturity Date, Borrower shall furnish to Agent a Reserve Report, which shall set out as of the six (6) months ending January 1 and July 1, respectively, the Proved Mineral Interests attributable to the Mortgaged Properties and such other oil and gas properties of the Loan Parties as Borrower may select. Each October 1 Reserve Report may be prepared by Borrower’s own engineers, who engineers and shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with certified by the procedures used in the immediately preceding Reserve Report prepared by independent reservoir engineersPresident or other Responsible Officer of Borrower. Each April 1 Reserve Report shall be a complete report prepared by independent reservoir engineers reasonably acceptable to Agent relating to the Proved Mineral Interests attributable to the Mortgaged Mortgage Properties known as “West Xxxx Xxxxxxx Bay” and “Permian Basin”, and such other oil and gas properties of the Loan Parties as Borrower may select. In addition, Borrower may submit with each April 1 Reserve Report a separate Reserve Report prepared by Borrower’s own engineers, who shall certify such Reserve Report to be true engineers and accurate and to have been prepared in accordance with certified by the procedures used in the Reserve Report prepared by independent reservoir engineers submitted therewith, President or other Responsible Officer of Borrower covering such other oil and gas properties of the Loan Parties as Borrower may select. Upon receipt of each such Reserve Report, Agent shall make a determination of the Borrowing Base (and, if applicable, the Conforming Borrowing Base) and the Monthly Reduction Amount which shall become effective upon approval by the Required Lenders or all Lenders in accordance with the procedure set forth in Section 4.04 and subsequent written notification from Agent to Borrower, and which, subject to the other provisions of this Agreement shall be the Borrowing Base (and, if applicable, the Conforming Borrowing Base) and the Monthly Reduction Amount until the effective date of the next redetermination as provided in this Article IV. (b) In the event that Borrower does not furnish to Agent a Reserve Report by the dates specified in Section 4.02(a), then Agent and Lenders may nonetheless redetermine the Borrowing Base (and, if applicable, the Conforming Borrowing Base) and redesignate the Borrowing Base (and, if applicable, the Conforming Borrowing Base) from time to time thereafter in their sole discretion until Agent receives the relevant Reserve Report, whereupon Agent and Lenders shall redetermine the Borrowing Base (and, if applicable, the Conforming Borrowing Base) as otherwise specified in this Article IV.