Common use of Redetermination Clause in Contracts

Redetermination. On or before April 15th and October 15th of each year, the Administrative Agent shall propose in writing to the Borrower and the Lenders a new or reaffirmed Borrowing Base in accordance with Section 2.04(c) (assuming receipt by the Administrative Agent of the Reserve Report in a timely and complete manner). After having received notice of such proposal by the Administrative Agent, each Lender shall have 15 days to agree with such proposal or disagree by proposing an alternate Borrowing Base. If, at the end of such 15 days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such silence shall be deemed to be an approval of the new or reaffirmed Borrowing Base proposed by the Administrative Agent. If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or deemed to have approved, as aforesaid, the proposed Borrowing Base, then the Borrowing Base shall be determined in accordance with Section 2.04(d). After such redetermined Borrowing Base is approved by (a) all Lenders in the case of any increase in the Borrowing Base, (b) the Required Lenders in the case of any maintenance or any decrease in the Borrowing Base or (c) as otherwise determined as provided in Section 2.04(d), the Administrative Agent will notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base, and such amount shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on or about May 1st (with respect to each Reserve Report prepared as of December 31) or November 1st (with respect to each Reserve Report prepared as of June 30), as applicable, of each year. Notwithstanding the foregoing, however, any increase in the Borrowing Base shall require approval or deemed approval of all the Lenders as set forth in this Section 2.04(b).

Redetermination. On or before April March 15th and October September 15th of each year, commencing March 15, 2002, the Administrative Agent shall propose in writing to the Borrower and the Lenders a new or reaffirmed Borrowing Base in accordance with Section 2.04(c2.09(c) (assuming receipt by the Administrative Agent of the Reserve Report Engineering Reports in a timely and complete manner). After having received notice of such proposal by the Administrative Agent, each Lender shall have 15 fifteen (15) days to agree with such proposal or disagree by proposing an alternate Borrowing Base. If, If at the end of such 15 fifteen (15) days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such silence shall be deemed to be an approval of the new or reaffirmed Borrowing Base proposed by the Administrative Agentapproval. If, however, at the end of such 15-day period, all of the Lenders or the Required Majority Lenders, as applicable, have not approved or deemed to have approved, as aforesaid, the proposed Borrowing Base, then the Borrowing Base shall be determined in accordance with Section 2.04(d2.09(d). After such redetermined Borrowing Base is approved by (ai) all Lenders in the case of any increase in the Borrowing Base, (bii) the Required Majority Lenders in the case of any maintenance or any decrease in the Borrowing Base Base, or (ciii) as otherwise determined as provided in Section 2.04(d2.09(d), the Administrative Agent will notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base, and such amount shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank Agents and the Lenders on or about May 1st (with respect to each Reserve Report prepared as of December 31) the next succeeding April 1st or November 1st (with respect to each Reserve Report prepared as of June 30)October 1st, as applicable, of each year. Notwithstanding the foregoing, however, any increase in the Borrowing Base shall require approval or deemed approval of all the Lenders as set forth in this Section 2.04(b2.09(b).

Redetermination. On or before April 15th and October 15th of each yearyear (commencing April 15, 2013), the Administrative Agent shall propose in writing to the Borrower and the Lenders a new or reaffirmed Borrowing Base in accordance with Section 2.04(c) (assuming receipt by the Administrative Agent of the Reserve Report in a timely and complete manner). After having received notice of such proposal by the Administrative Agent, each Lender shall have 15 days to agree with such proposal or disagree by proposing an alternate Borrowing Base. If, at the end of such 15 days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such silence shall be deemed to be an approval of the new or reaffirmed Borrowing Base proposed by the Administrative Agent. If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or deemed to have approved, as aforesaid, the proposed Borrowing Base, then the Borrowing Base shall be determined in accordance with Section 2.04(d). After such redetermined Borrowing Base is approved by (a) all Lenders in the case of any increase in the Borrowing Base, (b) the Required Lenders in the case of any maintenance or any decrease in the Borrowing Base or (c) as otherwise determined as provided in Section 2.04(d), the Administrative Agent will notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base, and such amount shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on or about May 1st (with respect to each Reserve Report prepared as of December 31) or November 1st (with respect to each Reserve Report prepared as of June 30), as applicable, of each year. Notwithstanding the foregoing, however, any increase in the Borrowing Base shall require approval or deemed approval of all the Lenders as set forth in this Section 2.04(b).

Redetermination. On or before April March 15th and October September 15th of each --------------- year, commencing September 15th, 2001, the Administrative Agent shall propose in writing to the Borrower and the Lenders a new or reaffirmed Borrowing Base in accordance with Section 2.04(c2.08(c) (assuming receipt by the Administrative Agent of the Reserve Report Engineering Reports in a timely and complete manner). After having received notice of such proposal by the Administrative Agent, each Lender shall have 15 fifteen (15) days to agree with such proposal or disagree by proposing an alternate Borrowing Base. If, If at the end of such 15 fifteen (15) days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such silence shall be deemed to be an approval of the new or reaffirmed Borrowing Base proposed by the Administrative Agentapproval. If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, Lenders have not approved or deemed to have approved, as aforesaid, the proposed Borrowing Base, then the Borrowing Base shall be determined in accordance with Section 2.04(d2.08(d). After such redetermined Borrowing Base is approved by (a) all Lenders in the case of any increase in the Borrowing Base, (b) the Required Lenders in the case of any maintenance or any decrease in the Borrowing Base or (c) as is otherwise determined as provided in Section 2.04(d2.08(d), the Administrative Agent will notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base, and such amount shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank Agents and the Lenders on or about May 1st (with respect to each Reserve Report prepared as of December 31) the next succeeding April 1st or November 1st (with respect to each Reserve Report prepared as of June 30)October 1st, as applicable, ; provided that no redetermination of each yearthe Borrowing Base shall be effective until such written notice is received by the Borrower. Notwithstanding the foregoing, however, any increase in the Borrowing Base shall require approval or deemed approval of all the Lenders as set forth in this Section 2.04(b2.08(b).

Redetermination. On or before April March 15th and October September 15th of each year, commencing March 15, 2004, the Administrative Agent shall propose in writing to the Borrower and the Lenders a new or reaffirmed Borrowing Base in accordance with Section 2.04(c2.21(iii) (assuming receipt by the Administrative Agent of the Reserve Report Engineering Reports in a timely and complete manner). After having received notice of such proposal by the Administrative Agent, each Lender shall have 15 fifteen (15) days to agree with such proposal or disagree by proposing an alternate Borrowing Base. If, If at the end of such 15 fifteen (15) days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such silence shall be deemed to be an approval of the new or reaffirmed Borrowing Base proposed by the Administrative Agentapproval. If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or deemed to have approved, as aforesaid, the proposed Borrowing Base, then the Borrowing Base shall be determined in accordance with Section 2.04(d2.21(iv). After such redetermined Borrowing Base is approved by (a) all Lenders in the case of any increase in the Borrowing Base, (b) the Required Lenders in the case of any maintenance or any decrease in the Borrowing Base Base, or (c) as otherwise determined as provided in Section 2.04(d2.21(iv), the Administrative Agent will notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base, and such amount shall become effective and applicable to the Borrower, the Administrative AgentAgents, the Issuing Bank LC Issuer and the Lenders on or about May 1st (with respect to each Reserve Report prepared as of December 31) the next succeeding April 1st or November 1st (with respect to each Reserve Report prepared as of June 30)October 1st, as applicable, of each year. Notwithstanding the foregoing, however, any increase in the Borrowing Base shall require approval or deemed approval of all the Lenders as set forth in this Section 2.04(b2.21(ii).

Redetermination. On or before (i) April 15th and October 15th of each yearyear (other than April 15, the 2016), and (ii) May 15, 2016, Administrative Agent shall propose in writing to the Borrower and the Lenders a new or reaffirmed Borrowing Base in accordance with Section 2.04(c) (assuming receipt by the Administrative Agent of the Reserve Report in a timely and complete manner). After having received notice of such proposal by the Administrative Agent, each Lender shall have 15 days to agree with such proposal or disagree by proposing an alternate Borrowing Base. If, at the end of such 15 days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such silence shall be deemed to be an approval of the new or reaffirmed Borrowing Base proposed by the Administrative Agent. If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or deemed to have approved, as aforesaid, the proposed Borrowing Base, then the Borrowing Base shall be determined in accordance with Section 2.04(d). After such redetermined Borrowing Base is approved by (a) all Lenders in the case of any increase in the Borrowing Base, (b) the Required Lenders in the case of any maintenance or any decrease in the Borrowing Base or (c) as otherwise determined as provided in Section 2.04(d), the Administrative Agent will notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base, and such amount shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders (x) on or about May 1st of each year (with respect to each Reserve Report prepared as of December 3131 other than the one delivered for the scheduled May 15, 2016 redetermination), (y) or November 1st (with respect to each Reserve Report prepared as of June 30), as applicable, ) of each year, and (z) June 1, 2016 for the scheduled May 15, 2016 redetermination. Notwithstanding the foregoing, however, any increase in the Borrowing Base shall require approval or deemed approval of all the Lenders as set forth in this Section 2.04(b). (f) Section 2.04 (Borrowing Base) of the Credit Agreement is hereby amended by adding the following new clause (f) to the end thereof: