Common use of Redetermination of the Borrowing Base Clause in Contracts

Redetermination of the Borrowing Base. The Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent shall notify EPC and the Lenders of the Administrative Agent’s redetermination of the Borrowing Base (i) with respect to regularly scheduled Reserve Reports, (A) on or before April 30 (in the case of Reserve Reports due on March 31) and (B) on or before October 31 (in the case of Reserve Reports due on September 30), and (ii) with respect to a Lender Redetermination Notice or a Borrower Redetermination Notice as promptly as practicable following delivery to the Administrative Agent of all information (including Reserve Reports) requested from EPC, or if no such information is delivered by EPC following such request, then at such time as the Administrative Agent determines is practicable but, in any case, no later than 30 days after delivery of such information or, if such information is not timely delivered, 30 days after the date such information was required to be delivered. Within 15 days after receipt from the Administrative Agent of the amount of a redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent in writing stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall not be deemed to constitute an acceptance of such redetermination. The Borrowing Base may be decreased from the then effective Borrowing Base with the consent of Required Lenders but may only be increased from the then effective Borrowing Base with the consent of all of the Lenders. If Required Lenders or all of the Lenders, as the case may be, agree with that redetermination, then the Administrative Agent promptly shall notify EPC of the Borrowing Base as so redetermined. Redeterminations made in connection with regularly scheduled Reserve Reports shall become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection (c)) on May 15 (in the case of Reserve Reports due on March 31) and November 15 (in the case of Reserve Reports due on September 30), and other redeterminations shall become effective upon written notice from the Administrative Agent to EPC and the Lenders of the redetermined Borrowing Base. If Required Lenders or all of the Lenders, as the case may be, have not approved in writing the Borrowing Base within the 15-day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until Required Lenders or all of the Lenders, as the case may be, utilizing the procedure outlined herein, agree on a new Borrowing Base and the Administrative Agent shall give notice thereof to EPC. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d).

Redetermination of the Borrowing Base. The Administrative Agent Technical Banks shall redetermine the Borrowing Base in its their sole discretion, and the Administrative Agent shall notify EPC the Borrowers’ Representative and the Lenders of the Administrative Agent’s Technical Banks’ redetermination of the Borrowing Base (i) with respect to regularly scheduled Reserve Reports, (A) on or before April 30 (in the case of Reserve Reports due on March 31) and (B) on or before October 31 (in the case of Reserve Reports due on September 30), and (ii) with respect to a Lender Redetermination Notice or a Borrower Redetermination Notice Notice, as promptly as practicable following delivery to the Administrative Agent of all information (including Reserve Reports) requested from EPCthe Borrowers, or if no such information is delivered by EPC Borrowers following such request, then at such time as the Administrative Agent determines is practicable but, in any case, no later than 30 days after delivery of such information or, if such information is not timely delivered, 30 days after the date such information was required to be delivered. Within 15 days after receipt from the Administrative Agent of the amount of a redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent in writing stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall not be deemed to constitute an acceptance of such redetermination. The Borrowing Base may be decreased from the then effective Borrowing Base with the consent of Required the Super Majority Lenders but may only be increased from the then effective Borrowing Base with the consent of all of the Lenders. If Required the Super Majority Lenders or all of the Lenders, as the case may be, agree with that redetermination, then the Administrative Agent promptly shall notify EPC the Borrowers’ Representative of the Borrowing Base as so redetermined. Redeterminations made in connection with regularly scheduled Reserve Reports shall become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection (c)) on May 15 (in the case of Reserve Reports due on March 31) and November 15 (in the case of Reserve Reports due on September 30), and other redeterminations shall become effective upon written notice from the Administrative Agent to EPC the Borrowers’ Representative and the Lenders of the redetermined Borrowing Base. If Required Super Majority Lenders or all of the Lenders, as the case may be, have not approved in writing the Borrowing Base within the 15-15 day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until Required Super Majority Lenders or all of the Lenders, as the case may be, utilizing the procedure outlined herein, agree on a new Borrowing Base and the Administrative Agent shall give notice thereof to EPCthe Borrowers. Each redetermination provided for by this subsection Section 4.9(c) shall be made in accordance with the provisions of subsection Section 4.9(d).

Redetermination of the Borrowing Base. The Administrative Agent Technical Banks shall redetermine the Borrowing Base in its their sole discretion, and the Administrative Agent shall notify EPC the Borrowers’ Representative and the Lenders of the Administrative Agent’s Technical Banks’ redetermination of the Borrowing Base (i) with respect to regularly scheduled Reserve Reports, (A) on or before April 30 (in the case of Reserve Reports due on March 31) and (B) on or before October 31 (in the case of Reserve Reports due on September 30), and (ii) with respect to a Lender Redetermination Notice or a Borrower Redetermination Notice as promptly as practicable following delivery to the Administrative Agent of all information (including Reserve Reports) requested from EPCthe Borrowers, or if no such information is delivered by EPC Borrowers following such request, then at such time as the Administrative Agent determines is practicable but, in any case, no later than 30 60 days after delivery of such information oror Redetermination Request, if such information is not timely delivered, 30 days after the date such information was required to be deliveredas applicable. Within 15 days Business Days after receipt from the Administrative Agent of the amount of a redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent in writing stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall not be deemed to constitute an acceptance of such redetermination. The Borrowing Base may be decreased from the then effective Borrowing Base with the consent of Required Lenders but may only be increased from the then effective Borrowing Base with the consent of all of the Lenders. If Required Lenders or all of the Lenders, as the case may be, agree with that redetermination, then the Administrative Agent promptly shall notify EPC the Borrowers’ Representative of the Borrowing Base as so redetermined. Redeterminations made in connection with regularly scheduled Reserve Reports shall become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection (c)) on May 15 (in the case of Reserve Reports due on March 31) and November 15 (in the case of Reserve Reports due on September 30), and other redeterminations shall become effective upon written notice from the Administrative Adminstrative Agent to EPC the Borrowers’ Representative and the Lenders of the redetermined Borrowing Base. If Required Lenders or all of the Lenders, as the case may be, have not approved in writing the Borrowing Base within the 15-day 15 Business Day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until Required Lenders or all of the Lenders, as the case may be, utilizing the procedure outlined herein, agree on a new Borrowing Base and the Administrative Agent shall give notice thereof to EPCthe Borrowers. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d).

Redetermination of the Borrowing Base. The Borrowing Base shall be redetermined (i) after receipt by the Administrative Agent of each scheduled Reserve Report, commencing with the Reserve Report prepared in connection with the November 2002 Redetermination, (ii) upon the delivery of a Lender Redetermination Notice to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice (which shall not be delivered until after the November 2002 Redetermination) to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report prepared by engineers employed by the Borrower and certified by a Responsible Officer of the Borrower as of the most recent practicable date and if requested by the Supermajority Lenders, within 30 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, a Reserve Report prepared by the Borrower and audited by T.J. Smith & Company Inc. or another independent engineering firm selxxxxx xx xhe Borrower and reasonably acceptable to the Administrative Agent. If the Borrower fails to deliver a Reserve Report within the time period provided for in either the preceding sentence or in subsection 4.9(b) above, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. The Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent shall notify EPC the Borrower and the Lenders of the Administrative Agent’s its redetermination of the Borrowing Base (i) with respect to regularly scheduled Reserve Reports, (A) on or before April 30 May 1 (in the case of Reserve Reports due on March 3115) and (B) on or before October 31 November 1 (in the case of Reserve Reports due on September 3015), and (ii) with respect to a Lender Redetermination Notice or a Borrower Redetermination Notice Notice, as promptly as practicable following delivery to the Administrative Agent of all information (including Reserve Reports) requested from EPCthe Borrower, or if no such information is delivered by EPC Borrower following such request, then at such time as the Administrative Agent determines is practicable but, in any case, no later than 30 days after delivery of such information or, if such information is not timely delivered, 30 days after the date such information was required to be deliveredpracticable. Within 15 days Business Days after receipt from the Administrative Agent of the amount of a its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent in writing stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall not be deemed to constitute an acceptance of such redetermination. The Borrowing Base may be decreased from the then effective Borrowing Base with the consent of Required Supermajority Lenders but may only be increased from the then effective Borrowing Base with the consent of all of the Lenders. If Required Supermajority Lenders or all of the Lenders, as the case may be, agree with that redetermination, then the Administrative Agent promptly shall notify EPC the Borrower of the Borrowing Base as so redetermined. Redeterminations , whereupon, with respect to redeterminations made in connection with regularly scheduled Reserve Reports Reports, that redetermined value shall become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection (c)) on May 15 31 (in the case of Reserve Reports due on March 3115) and November 15 30 (in the case of Reserve Reports due on September 3015), and other redeterminations shall become effective upon written notice from the Administrative Agent to EPC and the Lenders of the redetermined Borrowing Base. If Required Supermajority Lenders or all of the Lenders, as the case may be, have not approved in writing or are not deemed to have approved the Borrowing Base within the 15-day 15 Business Day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until Required Supermajority Lenders or all of the Lenders, as the case may be, utilizing the procedure outlined herein, agree on a new Borrowing Base and the Administrative Agent shall give notice thereof to EPCBase. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d). It is the intention of the Borrower and the Lenders that the redetermination of the Borrowing Base be administratively completed by the Lenders within 45 days after the furnishing of each Reserve Report, subject to the provisions of this paragraph (c) but effective (notwithstanding the date that redetermination is completed) only on the applicable date provided in Section 4.9(d)(ii) hereof.

Redetermination of the Borrowing Base. The Administrative Agent Technical Banks shall redetermine the Borrowing Base in its their sole discretion, and the Administrative Agent shall notify EPC the Borrowers’ Representative and the Lenders of the Administrative Agent’s Technical Banks’ redetermination of the Borrowing Base (i) with respect to regularly scheduled Reserve Reports, (A) on or before April 30 (in the case of Reserve Reports due on March 31) and (B) on or before October 31 (in the case of Reserve Reports due on September 30), and (ii) with respect to a Lender Redetermination Notice or a Borrower Redetermination Notice as promptly as practicable following delivery to the Administrative Agent of all information (including Reserve Reports) requested from EPCthe Borrowers, or if no such information is delivered by EPC Borrowers following such request, then at such time as the Administrative Agent determines is practicable but, in any case, no later than 30 days after delivery of such information or, if such information is not timely delivered, 30 days after the date such information was required to be delivered. Within 15 days after receipt from the Administrative Agent of the amount of a redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent in writing stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall not be deemed to constitute an acceptance of such redetermination. The Borrowing Base may be decreased from the then effective Borrowing Base with the consent of Required Lenders but may only be increased from the then effective Borrowing Base with the consent of all of the Lenders. If Required Lenders or all of the Lenders, as the case may be, agree with that redetermination, then the Administrative Agent promptly shall notify EPC the Borrowers’ Representative of the Borrowing Base as so redetermined. Redeterminations made in connection with regularly scheduled Reserve Reports shall become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection (c)) on May 15 (in the case of Reserve Reports due on March 31) and November 15 (in the case of Reserve Reports due on September 30), and other redeterminations shall become effective upon written notice from the Administrative Adminstrative Agent to EPC the Borrowers’ Representative and the Lenders of the redetermined Borrowing Base. If Required Lenders or all of the Lenders, as the case may be, have not approved in writing the Borrowing Base within the 15-15 day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until Required Lenders or all of the Lenders, as the case may be, utilizing the procedure outlined herein, agree on a new Borrowing Base and the Administrative Agent shall give notice thereof to EPCthe Borrowers. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d).

Redetermination of the Borrowing Base. The Borrowing Base shall be redetermined (i) after receipt by the Administrative Agent of each scheduled Reserve Report, (ii) upon the delivery of a Lender Redetermination Notice to the Borrower and (iii) upon the delivery of a Borrower Redetermination Notice to the Administrative Agent, all as provided in this subsection 4.9. Within 15 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, the Borrower shall furnish to the Administrative Agent and to each Lender a Reserve Report prepared by engineers employed by the Borrower and certified by a Responsible Officer of the Borrower as of the most recent practicable date and, if requested by the Required Lenders, within 30 days after the delivery of a Borrower Redetermination Notice or a Lender Redetermination Notice, a Reserve Report prepared by the Borrower and audited by T.J. Smith & Company Inc. or another independent engineering firm sxxxxxxx xx the Borrower and reasonably acceptable to the Administrative Agent. If the Borrower fails to deliver a Reserve Report within the time period provided for in either the preceding sentence or in subsection 4.9(b) above, then the Administrative Agent shall have the right to rely on the last Reserve Report previously delivered by the Borrower with any such adjustments and taking into account any additional information as the Administrative Agent may deem appropriate, in its sole discretion. The Administrative Agent shall redetermine the Borrowing Base in its sole discretion, and the Administrative Agent shall notify EPC the Borrower and the Lenders of the Administrative Agent’s its redetermination of the Borrowing Base (i) with respect to regularly scheduled Reserve Reports, (A) on or before April 30 15 (in the case of Reserve Reports due on March 3115) and (B) on or before October 31 15 (in the case of Reserve Reports due on September 3015), and (ii) with respect to a Lender Redetermination Notice or a Borrower Redetermination Notice Notice, as promptly as practicable following delivery to the Administrative Agent of all information (including Reserve Reports) requested from EPCthe Borrower, or if no such information is delivered by EPC Borrower following such request, then at such time as the Administrative Agent determines is practicable but, in any case, no later than 30 days after delivery of such information or, if such information is not timely delivered, 30 days after the date such information was required to be deliveredpracticable. Within 15 days Business Days after receipt from the Administrative Agent of the amount of a its redetermination of the Borrowing Base, each Lender shall notify the Administrative Agent in writing stating whether or not such Lender agrees with that redetermination. Failure of any Lender to give such notice within such period of time shall not be deemed to constitute an acceptance of such redetermination. The Borrowing Base may be decreased from the then effective Borrowing Base with the consent of Required Lenders but may only be increased from the then effective Borrowing Base with the consent of all of the Lenders. If Required Lenders or all of the Lenders, as the case may be, agree with that redetermination, then the Administrative Agent promptly shall notify EPC the Borrower of the Borrowing Base as so redetermined. Redeterminations , whereupon, with respect to redeterminations made in connection with regularly scheduled Reserve Reports Reports, that redetermined value shall become effective (and shall remain effective until the Borrowing Base is again redetermined as provided in this subsection (c)) on May 15 April 30 (in the case of Reserve Reports due on March 3115) and November 15 October 31 (in the case of Reserve Reports due on September 3015), and other redeterminations shall become effective upon written notice from the Administrative Agent to EPC and the Lenders of the redetermined Borrowing Base. If Required Lenders or all of the Lenders, as the case may be, have not approved in writing or are Amended and Restated Credit Agreement 31 not deemed to have approved the Borrowing Base within the 15-day 15 Business Day period following their receipt of the proposed amount from the Administrative Agent, the Borrowing Base shall be set at the amount of the then current Borrowing Base and the Borrowing Base shall remain at such level until Required Lenders or all of the Lenders, as the case may be, utilizing the procedure outlined herein, agree on a new Borrowing Base and the Administrative Agent shall give notice thereof to EPCBase. Each redetermination provided for by this subsection 4.9(c) shall be made in accordance with the provisions of subsection 4.9(d). It is the intention of the Borrower and the Lenders that the redetermination of the Borrowing Base be administratively completed by the Lenders within 45 days after the furnishing of each Reserve Report, subject to the provisions of this paragraph (c) but effective (notwithstanding the date that redetermination is completed) only on the applicable date provided in Section 4.9(d)(ii) hereof.