Common use of Scheduled and Interim Redeterminations Clause in Contracts

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank(s) and the Lenders on May 1st and November 1st of each year (or as soon as possible thereafter as contemplated by Section 2.07(d)(i)) commencing November 1, 2022. The (i) Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redetermination, or (B) upon the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% of the then effective Borrowing Base, elect to cause the Borrowing Base to be redetermined in accordance with this Section 2.07 and (ii) Administrative Agent, at the direction of the Required Lenders shall, by notifying the Borrower thereof, one-time between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined (each such redetermination, an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank(s) Bank and the Lenders on May April 1st and November October 1st of each year (or as soon as possible thereafter as contemplated by Section 2.07(d)(i)) year, commencing November April 1, 20222014; provided that, a Scheduled Redetermination shall also occur on or about November 15, 2013 (the “November 2013 Redetermination”). The (i) In addition, the Borrower may, by notifying the Administrative Agent thereof, (A) and the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each Scheduled Redetermination, or (B) upon the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% of the then effective Borrowing Base, elect to cause the Borrowing Base to be redetermined in accordance with this Section 2.07 between Scheduled Redeterminations, and (ii) Administrative Agent, at the direction of the Required Lenders shallBorrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower thereofor its Subsidiaries with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, one-time between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each such redetermination, an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative AgentAgents, the Issuing Bank(s) Bank and the Lenders on May or about April 1st and November October 1st of each year (or as soon as possible or, in each case, such date promptly thereafter as contemplated by Section 2.07(d)(ireasonably practicable)) , commencing November April 1, 20222012. The In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redetermination, or (B) upon the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% of the then effective Borrowing Base, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (A) up to two times per fiscal year and (B) in accordance addition to the unscheduled redeterminations the Borrower may request pursuant to the foregoing clause (A), contemporaneously with this Section 2.07 the consummation of any Material Acquisition (as used herein with the same meaning given such term in the definition of “Consolidated EBITDAX”), and (ii) the Administrative AgentAgent may, at the direction of the Required Lenders shallLenders, by notifying the Borrower thereof, one-one time between each Scheduled Redetermination per fiscal year elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each such redeterminationredetermination in the foregoing clauses (i) and (ii), an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined (i) first, on or about January 1, 2019 based on a Reserve Report prepared by the Borrower’s internal engineering staff in a form reasonably acceptable to the Administrative Agent (the “First Scheduled Redetermination”) and (ii) thereafter, semi-annually in accordance with this Section 2.07 3.02 (each such redeterminationredetermination in the preceding clauses (i) and (ii), a “Scheduled Redetermination”), and, subject to Section 2.07(d)3.04, such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank(s) Bank and the Lenders on May 1st or about (x) January 1, 2019 or (y) April 1 and November 1st October 1 of each year (or as soon as possible thereafter as contemplated by Section 2.07(d)(i)) year, commencing November April 1, 20222019, as applicable. The In addition, after the First Scheduled Redetermination, (i) the Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redetermination, or (B) upon elect to cause the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value to be redetermined once between Scheduled Redeterminations, and (ii) the Administrative Agent may (either in its discretion or at the instance of a divestiture) equal to or greater than 5% direction of the then effective Borrowing BaseRequired Lenders), by notifying the Borrower thereof, elect to cause the Borrowing Base to be redetermined in accordance with this Section 2.07 and (ii) Administrative Agent, at the direction of the Required Lenders shall, by notifying the Borrower thereof, one-time once between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined Redeterminations (each such redetermination, an “Interim Redetermination”), in the case of each of clauses (i) and (ii) above, in accordance with this Section 2.07Article III.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redeterminationeach, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank(s) Banks and the Lenders on or about May 1st 1 and November 1st 1 of each year (or as soon as possible thereafter as contemplated by Section 2.07(d)(i)) commencing November year, beginning on May 1, 20222020. The In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redetermination, or (B) upon the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% of the then effective Borrowing BaseRedeterminations, elect to cause the Borrowing Base to be redetermined in accordance with this Section 2.07 and between Scheduled Redeterminations, (ii) the Administrative AgentAgent may, at the direction of the Required Lenders shallLenders, following the first Scheduled Redetermination hereunder, one time between successive Scheduled Redeterminations, by notifying the Borrower thereof, one-time between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined, and (iii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Restricted Subsidiaries with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined prior to the initial Scheduled Redetermination or between Scheduled Redeterminations (each such redeterminationeach, an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank(s) and the Lenders on May 1st and November 1st of each year (or as soon as possible thereafter as contemplated by Section 2.07(d)(i)) commencing November May 1, 20222019. The (i) Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redetermination, or (B) upon the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% of the then effective Borrowing Base, elect to cause the Borrowing Base to be redetermined in accordance with this Section 2.07 and (ii) Administrative Agent, at the direction of the Required Lenders shall, by notifying the Borrower thereof, one-time between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined (each such redetermination, an “Interim Redetermination”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank(sBanks and the Revolving Credit Lenders on or about May 1 (with respect to the Reserve Report delivered on April 1) and on or about November 1 (with respect to the Lenders Reserve Report delivered on May 1st and November 1st October 1) of each year (commencing on or as soon as possible thereafter as contemplated by Section 2.07(d)(i)) commencing about November 1, 20222018. The In addition, (i) Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redeterminationand the Administrative Agent may, or (B) upon at the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% direction of the then effective Borrowing BaseMajority Lenders, by notifying the Borrower thereof, two times per year, each elect to cause the Borrowing Base to be redetermined in accordance with this Section 2.07 between Scheduled Redeterminations and (ii) Administrative Agent, at the direction of the Required Lenders shallBorrower may elect, by notifying the Borrower thereofAdministrative Agent of any acquisition of Oil and Gas Properties by any Credit Party with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, one-time between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations in accordance with this Section 2.06 (each such redeterminationredetermination under clause (i) or (ii) of this sentence, an “Interim Redetermination”) in accordance with this Section 2.07).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank(sBanks and the Revolving Credit Lenders on or about May 1 (with respect to the Reserve Report delivered on April 1) and on or about November 1 (with respect to the Lenders Reserve Report delivered on May 1st and November 1st October 1) of each year (commencing on or as soon as possible thereafter as contemplated by Section 2.07(d)(i)) commencing November about May 1, 20222019. The In addition, (i) Borrower may, by notifying the Administrative Agent thereof, (A) one time between each Scheduled Redeterminationand the Administrative Agent may, or (B) upon at the acquisition or disposition of Oil and Gas Properties that have a Fair Market Value (in the instance of an acquisition) or a Borrowing Base value (in the instance of a divestiture) equal to or greater than 5% direction of the then effective Borrowing BaseMajority Lenders, by notifying the Borrower thereof, two times per year, each elect to cause the Borrowing Base to be redetermined in accordance with this Section 2.07 between Scheduled Redeterminations and (ii) Administrative Agent, at the direction of the Required Lenders shallBorrower may elect, by notifying the Borrower thereofAdministrative Agent of any acquisition of Oil and Gas Properties by any Credit Party with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, one-time between each Scheduled Redetermination elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations in accordance with this Section 2.06 (each such redeterminationredetermination under clause (i) or (ii) of this sentence, an “Interim Redetermination”) in accordance with this Section 2.07).