Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in Section 2.02(b), the Borrowing Base may be further redetermined by the Lenders as follows, in each case, based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)): (i) the Administrative Agent may, and shall at the request of the Required Lenders, make 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; (iii) during the Designated Period, the Administrative Agent and the Lenders shall make additional redeterminations of the Borrowing Base in connection with each Disposition of Oil and Gas Properties (whether completed in one transaction or series of transactions) with a purchase price equal to or greater than $5,000,000 (excluding the Marcellus Sale which triggers the automatic reduction provided for in Section 2.02(d)(ii)); provided that (A) each such redetermination shall be triggered upon the earlier of (x) the execution by the Borrower of definitive documentation for the applicable Disposition and (y) the date on which the applicable Disposition is consummated, and (B) the applicable Borrowing Base redetermination effected #5138767 (iv) the Administrative Agent and the Lenders shall make an additional redetermination of the Borrowing Base on or about August 1, 2016 with an “as of” date of August 1, 2016 (or such earlier date as agreed to by the Administrative Agent, the Required Lenders and the Borrower or such later date as agreed to by the Administrative Agent and the Required Lenders), and the Borrower hereby agrees to deliver to the Administrative Agent and the Lenders on or before July 8, 2016 an Internal Engineering Report or an Independent Engineering Report (as selected by the Borrower) dated effective as of July 1, 2016 and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; and (v) 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 clause (i) or (ii) above shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to such applicable clause is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. It is understood and agreed that no prior notice is required in connection with any redetermination under clause (iii), (iv) or (v) above. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, in the case of requests for an increase to the Borrowing Base of $1,000,000 or more, the request of an updated Internal Engineering Report is deemed to be reasonable. In the event that the Borrower does not furnish to the Administrative Agent and the Lenders the Independent Engineering Report or Internal Engineering Report or other information specified in clauses (iv) above by the date specified therein, the Administrative Agent and the Lenders may nonetheless redetermine the Borrowing Base in their sole discretion. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined. (i) Section 2.02(d) (Mandatory Reduction) of the Credit Agreement is hereby replaced in its entirety with the following:
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Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in Section 2.02(b), the Borrowing Base may be further redetermined by the Lenders as follows, in each case, based on such information as the Administrative Agent and the Lenders deem relevant (but in accordance with Section 2.02(d)):
(i) the Administrative Agent may, and shall at the request of the Required Lenders, make 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;
(iii) during the Designated Period, the Administrative Agent and the Lenders shall make additional redeterminations of the Borrowing Base in connection with each Disposition of Oil and Gas Properties (whether completed in one transaction or series of transactions) with a purchase price equal to or greater than $5,000,000 (excluding the Marcellus Sale which triggers the automatic reduction provided for in Section 2.02(d)(ii)); provided that (A) each such redetermination shall be triggered upon the earlier of (x) the execution by the Borrower of definitive documentation for the applicable Disposition and (y) the date on which the applicable Disposition is consummated, and (B) the applicable Borrowing Base redetermination effected #5138767under this clause (iii) shall become effective on the date such applicable Disposition is consummated;
(iv) the Administrative Agent and the Lenders shall make an additional redetermination of the Borrowing Base on or about August 1, 2016 with an “as of” date of August 1, 2016 (or such earlier date as agreed to by the Administrative Agent, the Required Lenders and the Borrower or such later date as agreed to by the Administrative Agent and the Required Lenders), and the Borrower hereby agrees to deliver to the Administrative Agent and the Lenders on or before July 8, 2016 an Internal Engineering Report or an Independent Engineering Report (as selected by the Borrower) dated effective as of July 1, 2016 and such other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base; and
(v) 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 clause (i) or (ii) above shall give the other party at least 10 days’ prior written notice that a redetermination of the Borrowing Base pursuant to such applicable clause is to be performed; provided that, no such prior written notice shall be required for any redetermination made by the Lenders during the existence of a Default. It is understood and agreed that no prior notice is required in connection with any redetermination under clause (iii), (iv) or (v) above. In connection with any redetermination of the Borrowing Base under this Section 2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and the Guarantors’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, in the case of requests for an increase to the Borrowing Base of $1,000,000 or more, the request of an updated Internal Engineering Report is deemed to be reasonable. In the event that the Borrower does not furnish to the Administrative Agent and the Lenders the Independent Engineering Report or Internal Engineering Report or other information specified in clauses (iv) above by the date specified therein, the Administrative Agent and the Lenders may nonetheless redetermine the Borrowing Base in their sole discretion. The Administrative Agent shall promptly notify the Borrower in writing of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined.
(i) Section 2.02(d) (Mandatory Reduction) of the Credit Agreement is hereby replaced in its entirety with the following:
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