Common use of Scheduled and Interim Redetermination Procedure Clause in Contracts

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Borrowing Base which shall be based upon such information from the Engineering Reports and such other information as the Administrative Agent deems appropriate in its sole discretion consistent with its lending criteria as it exists at such time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.139.14(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such the existence of any Hedge Agreements or any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion consistent good faith in accordance with its usual and customary oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then on or before the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.14(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within 15 days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Borrowing Base Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as it exists at the particular time as provided in this Section 2.4(c)(iii); 2.14(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as it exists at the particular time as provided in this Section 2.4(c)(iii2.14(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect-day period, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Borrowing Base Required Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day period, all of the Borrowing Base Required Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to the Borrowing Base Required Lenders (x) in the case of a decrease any increase to the Borrowing Base) or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yin any other case) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and Report, the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, and in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Revolving Credit Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information with respect to the Oil and Gas Properties and other Properties of the Credit Parties being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before April 15 and October 15 of such year following the date of delivery, or if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.06(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Revolving Credit Lenders as provided in this Section 2.4(c)(iii2.06(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect (not including an automatic reduction pursuant to Section 2.01(b)(viii)) must be approved or be deemed to have been approved by the Required Revolving Credit Lenders (in each Revolving Credit Lender’s sole discretion consistent with its normal oil and gas lending criteria as it exists at the particular time) as provided in this Section 2.4(c)(iii2.06(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d). If, however, at the end of such 15-day period, all of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, to a number of Revolving Credit Lenders sufficient to constitute the Required Revolving Credit Lenders and (y) in the case of an increase, to all of the Revolving Credit Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal and customary oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Credit Amount; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report for such redetermination and the certificate required to be delivered related Reserve Report Certificate (unless waived by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, Agent in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.11(c), as may, from time to time, be reasonably requested by the Required Lenders Administrative Agent or a Lender (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent in its sole discretion shall evaluate the information contained in the Engineering Reports and shall propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) in good faith based upon such information from and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall thereafter notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) in a timely and complete manner, then before or on March 15th or September 15th, as the case may be, of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, in the case of a Borrower requested Interim Redetermination within fifteen (15) days after the Administrative Agent has received the required Engineering Reports (or such later date to which the Borrower and the Administrative Agent agree). (iii) Until the Borrowing Base is redetermined in accordance Subject to Section 2.10(b) and Section 12.02(b)(ii) with this Section 2.4respect to any Defaulting Lender, the then-existing Borrowing Base will remain in effect. Any any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); 2.07(c)(iii) and any Proposed Borrowing Base that would (B) decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days (or such shorter period as the Administrative Agent may permit) to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day periodperiod (or such shorter period as the Administrative Agent may permit), all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day periodperiod (or such shorter period as the Administrative Agent may permit), all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approvedProposed Borrowing Base, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d) (provided that, if the Administrative Agent shall have polled the Lenders and ascertained that the highest Borrowing Base then acceptable to all of the Lenders increases the Borrowing Base then in effect, such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d)).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report, the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitationCertificate, the information provided pursuant to clause (cSection 9.14(c) of Section 5.13and such other related reports, data and supplemental information as may, from time to time, be reasonably requested by the Administrative Agent or the Required Lenders may reasonably request (the Reserve Report, such certificate Reserve Report Certificate and such other related reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Borrowing Base which shall be in good faith calculate the Variable Amount (the “Adjusted Variable Amount”) based upon such information from and such other related information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such other information as the Administrative Agent deems appropriate existence of any Hedge Agreements) in its sole discretion consistent good faith in accordance with its usual and customary oil and gas lending criteria as it exists they exist at such the particular time. In no event , which Variable Amount shall be an amount equal to the Proposed Borrowing Base exceed lesser of (x) the Aggregate Maximum Loan Amount;PV-9 of the Credit Parties’ total Proved Reserves included in the most recent Reserve Report and (y) the lowest maximum amount of Indebtedness for borrowed money constituting “Senior Obligations” (as defined in the Intercreditor Agreement) that the Credit Parties are then permitted to incur pursuant to the terms of any Junior Debt Document. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base proposed new Variable Amount: (A) in the “Proposed Borrowing Base Notice”case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, within ten (10) Business Days following its receipt of the Engineering Reports or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base Adjusted Variable Amount in accordance with Section 2.4(c)(i2.14(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within 15 days after the Administrative Agent has received the required Engineering Reports. (iii) Until Upon receipt of the Borrowing Base is redetermined Adjusted Variable Amount Notice, if the Borrower or any Lender disputes the calculation, it shall promptly give written notice of such disagreement to the Administrative Agent and the Administrative Agent and the Borrower shall endeavor in accordance with this Section 2.4, good faith to resolve the then-existing Borrowing Base will remain in effect. source of the disagreement. (iv) Any Proposed Borrowing Base Adjusted Variable Amount that would increase the Borrowing Base Variable Amount then in effect must be approved or deemed to have been approved by all of the Borrowing Base Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii); 2.14(c)(iv) and any Proposed Borrowing Base Adjusted Variable Amount that would decrease or maintain the Borrowing Base Variable Amount then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii2.14(c)(iv). Upon receipt of the Proposed Borrowing Base Adjusted Variable Amount Notice, each Lender shall have fifteen (15) days have, in the case of any Scheduled Redetermination, 15 Business Days, and in the case of any Interim Redetermination, 5 Business Days, in either case, to agree with the Proposed Borrowing Base Adjusted Variable Amount or disagree with the Proposed Borrowing Base Adjusted Variable Amount by proposing an alternate Borrowing BaseVariable Amount. If, If at the end of such fifteen 15-Business Day period or 5-Business Day period (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectas applicable), any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, Adjusted Variable Amount by such silence shall be deemed to be a disapproval of the Proposed Borrowing BaseLender. If, at the end of such 15-day periodBusiness Day period or 5-Business Day period (as applicable), all of the Borrowing Base Required Lenders, in the case of a Proposed Borrowing Base an Adjusted Variable Amount that would increase the Borrowing Base Variable Amount then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base an Adjusted Variable Amount that would decrease or maintain the Borrowing Base Variable Amount then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base Adjusted Variable Amount shall become the new Borrowing Base Variable Amount, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day periodBusiness Day period or 5-Business Day period (as applicable), all of the Borrowing Base Required Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base Variable Amount then acceptable to the Borrowing Base Required Lenders (x) in the case of a decrease any increase to the Variable Amount) or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yin any other case) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Variable Amount, effective on the date specified in Section 2.4(d2.14(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Borrower’s other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan AmountCredit Amounts or the maximum amount therefor permitted under the Permitted 2013 Bond Documents; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Borrowing Base Increase Requisite Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii) (and after giving effect to any reallocation described in Section 2.07(c)(iv)); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen twenty (1520) days thereafter to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at At the end of such fifteen twenty (1520) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 1520-day period, all of the Borrowing Base Increase Requisite Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 1520-day period, all of the Borrowing Base Increase Requisite Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of the Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Borrowing Base Increase Requisite Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). (iv) If any Proposed Borrowing Base that would increase the Borrowing Base then in effect has been approved by the Borrowing Base Increase Requisite Lenders, and a Lender has timely communicated its disapproval of such Proposed Borrowing Base (each, a “Dissenting Lender”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Dissenting Lender and the Administrative Agent, (A) replace one or more Dissenting Lenders in accordance with the terms of Section 5.04(b) with Lenders that approve such Proposed Borrowing Base, (B) if the Borrower can identify non-Dissenting Lenders or, with the consent of the Administrative Agent and each Issuing Bank (such consent not to be unreasonably withheld), other Persons that are not Lenders at such time that, in either case, agree to do so in their sole discretion, elect for all (but not less than all) of each such Dissenting Lender’s Increase Portion to be reallocated among such non-Dissenting Lenders and such other Persons in a manner, and subject to documentation and terms, in each case reasonably acceptable to the Borrower, such non-Dissenting Lenders, such other Persons and the Administrative Agent, and Annex I hereto shall be deemed amended to reflect all of the foregoing, or (C) elect to proceed with a combination of replacing one or more Dissenting Lenders as set forth in the preceding clause (A) and reallocating non-replaced Dissenting Lenders’ Increase Portions. Notwithstanding anything to the contrary contained in this Agreement, if the actions contemplated by the foregoing clauses (A), (B) and (C) are not effectuated for any reason and any Dissenting Lender has not either been replaced or had its entire Increase Portion reallocated in accordance with the foregoing, then the Proposed Borrowing Base shall be deemed not to be approved by the Borrowing Base Increase Requisite Lenders.

Scheduled and Interim Redetermination Procedure. (iA) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSections 8.12(b) and (c) of Section 5.13), and (B2) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Oil and Gas Borrowing Base which shall be (the “Proposed Oil and Gas Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Oil and Gas Borrowing Base plus the Midstream Component at such time exceed the Aggregate Maximum Loan Amount;Credit Amounts. (iiB) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Oil and Gas Borrowing Base (the “Proposed Oil and Gas Borrowing Base Notice”): (1) in the case of a Scheduled Redetermination (I) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then on or before April 15th and October 15th of such year following the date of delivery or (II) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Oil and Gas Borrowing Base in accordance with Section 2.4(c)(i2.07(b)(ii)(A); and (iii2) Until in the Borrowing Base is redetermined case of an Interim Redetermination, promptly, and in accordance with this Section 2.4any event, within fifteen (15) days after the then-existing Borrowing Base will remain in effect. Administrative Agent has received the required Engineering Reports. (C) Any Proposed Oil and Gas Borrowing Base that would increase the Oil and Gas Borrowing Base then in effect must be approved or deemed to have been approved by all each of the Lenders as provided in this Section 2.4(c)(iii2.07(b)(ii)(C); and any Proposed Oil and Gas Borrowing Base that would decrease or maintain the Oil and Gas Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Majority Lenders as provided in this Section 2.4(c)(iii2.07(b)(ii)(C). Upon receipt of the Proposed Oil and Gas Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Oil and Gas Borrowing Base or disagree with the Proposed Oil and Gas Borrowing Base by proposing an alternate Oil and Gas Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base Oil and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Gas Borrowing Base. If, at the end of such 15-day period, all each of the Lenders, in the case of a Proposed Oil and Gas Borrowing Base that would increase the Oil and Gas Borrowing Base then in effect, or the Required Majority Lenders, in the case of a Proposed Oil and Gas Borrowing Base that would decrease or maintain the Oil and Gas Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Oil and Gas Borrowing Base shall become the new Oil and Gas Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(b)(iii). 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, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Oil and Gas Borrowing Base then acceptable to (xthe Majority Lenders for purposes of this Section 2.07(b) and, so long as such amount does not increase the Oil and Gas Borrowing Base then in the case of a decrease or reaffirmationeffect, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Oil and Gas Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(b)(iii).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Report, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.1310.13(b), as may, from time to time, be reasonably requested by, or provided by the Borrower to, the Administrative Agent on behalf of the Required Revolving Lenders (the Reserve Report, such certificate Report and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such the existence of any Hedge Agreements, term physical sales contracts or any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion consistent good faith in accordance with its usual and customary oil and gas lending criteria as it exists they exist at the particular time (provided that notwithstanding such time. In no event shall criteria, Proved Non-Producing Reserves and Proved Undeveloped Reserves (in the Proposed aggregate) may have an aggregate value in the Borrowing Base exceed of up to 35% of the Aggregate Maximum Loan Amount;Borrowing Base). (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 10.13(a) and (b) in a timely manner, then on or before April 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 10.13(a) and (b) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.14(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within 15 days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Borrowing Base Required Lenders in each such Revolving Lender’s sole discretion and in good faith, consistent with each such Revolving Lender’s usual and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii); 2.14(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Revolving Lenders constituting at least the Required Revolving Lenders in each such Revolving Lender’s sole discretion and in good faith, consistent with each such Lender’s usual and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii2.14(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect-day period, any Revolving Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Borrowing Base Required Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Revolving Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day period, all of the Borrowing Base Required Lenders or the Required Revolving Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to the Borrowing Base Required Lenders (x) in the case of a decrease any increase to the Borrowing Base) or reaffirmation, a number of Revolving Lenders sufficient to constitute the Required Revolving Lenders and (yin any other case) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). It is expressly understood that the Administrative Agent and Revolving Lenders have no obligation to designate the Borrowing Base at any particular amount, except in the good faith exercise of their discretion, whether in relation to the Total Revolving Commitment, the Maximum Aggregate Amount or otherwise.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.138.12(c), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.138.12(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists for revolving lines of credit at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan AmountCredit Amounts; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.138.12(c), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.138.12(c), and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan AmountCredit Amounts; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders (other than any Defaulting Lenders) as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such fifteen (15-) day period, all of the LendersLenders (other than any Defaulting Lender), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such fifteen (15-) day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the LendersLenders (other than any Defaulting Lender), and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.138.12(c), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.138.12(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Super-Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), and (C) if applicable, written notice to the Administrative Agent stating that the Borrower intends to terminate or cancel its position under specific Swap Agreements (“Swap Cancellation Notice”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall Swap Cancellation Notice, if any, and shall, in good faith, propose a new Borrowing Base which shall be (all such amounts being the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and Section 8.12(c) and, if applicable, a Swap Cancellation Notice in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and Section 8.12(c) and applicable Swap Cancellation Notice in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and applicable Swap Cancellation Notice from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports and applicable Swap Cancellation Notice. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Super-Majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days Business Days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectBusiness Days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day Business Day period, all of the Required Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Super-Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day Business Day period, all of the Required Lenders or the Required Super-Majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base amount then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) or the Super-Majority Lenders, in the case of an increaseamount that would decrease or maintain the Borrowing Base, all then in effect, for purposes of the Lenders, this Section 2.07 and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative AgentBorrower, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13‎(c), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13‎(c), and (B2) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13‎Section 8.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (such amount being the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (1) in the case of a Scheduled Redetermination (A) if the Administrative Agent shall have received the Engineering Reports and other information required to be delivered by the Borrower pursuant to ‎Section 8.12(a) and ‎(c) in a timely and complete manner, then on or before October 15th and April 15th of such year following the date of delivery or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to ‎Section 8.12(a) and ‎‎(c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and other information from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i), and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; and (2) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii); ‎Section 2.07(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii‎Section 2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, been deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d‎Section 2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, been deemed to have approved, as aforesaid, then the Administrative Agent shall (i) notify the Borrower of the Proposed Borrowing Base and which Lenders have not approved or been deemed to have approved the Proposed Borrowing Base and (ii) poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) for purposes of this ‎Section 2.07 and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d‎Section 2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt On or before the dates required by Section 9.14, the Borrower shall deliver to the Administrative Agent the applicable Reserve Report and other information required by Section 9.14(c). Simultaneously with the delivery to the Administrative Agent of (A) the each Reserve Report and the certificate required to be delivered by Report, the Borrower to shall notify the Administrative Agent, in Agent of the case amount of a Scheduled Redetermination, pursuant to clauses (a) the Borrowing Base which the Borrower requests become effective on the next Redetermination Date. The Administrative Agent shall make its evaluation of such request based upon such information and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Lenders (including the status of title information with respect to the Borrowing Base Properties and the existence of any Hedge Agreements) (the Reserve Report, such certificate the Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”). Based upon, the information and reports contained in the Engineering Reports, the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Borrowing Base which shall be based upon such information from (the Engineering Reports and such other information as the Administrative Agent deems appropriate “Proposed Borrowing Base”) in its sole discretion consistent good faith in accordance with its usual and customary oil and gas lending criteria as it exists they exist at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then on or before the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.14(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within 15 days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Borrowing Base Required Lenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii); 2.14(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required Lenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii2.14(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect-day period, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Borrowing Base Required Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day period, all of the Borrowing Base Required Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to the Borrowing Base Required Lenders (x) in the case of a decrease any increase to the Borrowing Base) or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yin any other case) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal and customary oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the April 15th and October 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, If at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Revolving Credit Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists for revolving lines of credit at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan AmountRevolving Credit Amounts; (ii) The Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.08(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Revolving Credit Lenders (other than any Defaulting Lenders) as provided in this Section 2.4(c)(iii2.08(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Revolving Credit Lenders as provided in this Section 2.4(c)(iii2.08(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) days, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) days, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Revolving Credit Lenders (other than any Defaulting Lenders), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall shall, subject to Section 12.02(b)(i), become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.08(d). If, however, at the end of such 15-day period, all of the Revolving Credit Lenders (other than any Defaulting Lenders) or the Required Revolving Credit Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Revolving Credit Lenders sufficient to constitute the Required Revolving Credit Lenders and (y) in the case of an increase, all of the Revolving Credit Lenders (other than any Defaulting Lenders), and such amount shall shall, subject to Section 12.02(b)(i), become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.08(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the "Proposed Borrowing Base") based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “"Proposed Borrowing Base Notice”"): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the April 15th and October 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Super-majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Required Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Super-majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Required Lenders or the Required Super-majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in or the case of an increaseSuper-majority Lenders, all of the Lendersas applicable, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.138.12(c), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (cSection 8.12(c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from the Engineering Reports and such other information (including the status of title information with respect to the Proved Oil and Gas Properties as described in the Engineering Reports, the existence of any other Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure of the Credit Parties to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders (other than any Defaulting Lenders) as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. All decisions regarding the Borrowing Base hereunder shall be made by each Lender in its sole discretion. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders (other than any Defaulting Lenders), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall shall, subject to the restrictions in Section 12.02(b) on increasing any Lender’s Commitment, become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders (other than any Defaulting Lenders) or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders (other than any Defaulting Lenders), and as applicable, and, subject to the restrictions in Section 12.02(b) on increasing any Lender’s Commitment, such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.139.13(c), as may, from time to time, be reasonably requested by the Administrative Agent or the Required Lenders (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such the existence of any Hedge Agreements or any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion consistent good faith in accordance with its usual and customary oil and gas lending criteria as it exists they exist at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and 9.13(c) in a timely manner, then on or around May 1 and November 1 of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and 9.13(c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.14(c)(i) (which reasonable opportunity may be more than 15 days); (B) in the case of an Interim Redetermination, promptly, and in any event, within 15 days after the Administrative Agent has received the required Engineering Reports; and (C) if the Borrower has failed to timely deliver the Engineering Reports due in connection with a Scheduled Redetermination pursuant to Section 9.13, then at any time in the Administrative Agent’s sole discretion after such failure. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders in accordance with their respective usual and customary oil and gas lending criteria as provided in this Section 2.4(c)(iii); they exist at the particular time and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required Lenders in accordance with their respective usual and customary oil and gas lending criteria as provided in this Section 2.4(c)(iii)they exist at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect-day period, any Lender has not communicated its approval or disapproval in writing to the Administrative AgentAgent or proposed in writing an alternate Borrowing Base, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to all of the Lenders (x) in the case of a decrease any increase to the Borrowing Base) or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yin any other case) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). For the avoidance of doubt, a Lender that has agreed to a Proposed Borrowing Base at a higher level shall be deemed to have agreed to a Proposed Borrowing Base at a lower level. (iv) Notwithstanding anything herein to the contrary, in the event that the Borrower does not furnish to the Administrative Agent and the Lenders the Engineering Reports specified in Section 2.14(c)(ii)(A) above in a timely and complete manner, the Administrative Agent and the Lenders may nonetheless redetermine the Borrowing Base and redesignate the Borrowing Base from time- to-time thereafter in their sole discretion until the Administrative Agent and the Lenders receive the relevant Engineering Reports, whereupon the Administrative Agent and the Lenders shall redetermine the Borrowing Base as otherwise specified in this Section 2.14(c).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal and customary oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan AmountCredit Amounts; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, If at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (ab) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Borrowing Base which shall be based upon such information from the Engineering Reports and such other information as the Administrative Agent deems appropriate in its sole discretion consistent with its lending criteria as it exists at such time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Global Administrative Agent of (A) the U.S. Reserve Report, the Canadian Reserve Report and the certificate required to be delivered by the Borrower Parent to the Global Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.11(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.11(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, information including, without limitation, the information provided pursuant to clause (cSection 8.11(c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Lenders (the Reserve ReportReports, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Global Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Global Borrowing Base which shall be and a new U.S. Borrowing Base (the “Proposed Global Borrowing Base” and the “Proposed U.S. Borrowing Base”, respectively) based upon such information from the Engineering Reports and such other information as that is deemed appropriate by the Global Administrative Agent deems appropriate in its sole discretion in good faith and consistent with its normal oil and gas lending criteria as it exists at such timethe particular time (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Parent’s and its Restricted Subsidiaries’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes). In no event shall the Proposed Global Borrowing Base exceed the Combined Aggregate Maximum Loan Amount;Credit Amounts or the Proposed U.S. Borrowing Base exceed the U.S. Aggregate Maximum Credit Amounts. (ii) The Global Administrative Agent shall notify the Parent, the Borrower and the Lenders of the Proposed Global Borrowing Base and the Proposed U.S. Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Global Administrative Agent shall have received the Engineering Reports required to be delivered by the Parent pursuant to Section 8.11(a) in a timely and complete manner, then on or before 30 days after the receipt of such Engineering Reports (or as promptly thereafter as may be reasonably practicable) or (2) if the Global Administrative Agent shall not have received the Engineering Reports required to be delivered by the Parent pursuant to Section 8.11(a) in a timely and complete manner, then promptly after the Global Administrative Agent has received complete Engineering Reports from the Borrower Parent and has had a reasonable opportunity to determine the Proposed Global Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within 30 days after the Global Administrative Agent has received the required Engineering Reports (or as promptly thereafter as may be reasonably practicable). (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Global Borrowing Base that would increase the Global Borrowing Base then in effect must be approved or deemed to have been approved by all of the Super-majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Global Borrowing Base that would decrease or maintain the Global Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Any Proposed U.S. Borrowing Base that would increase the U.S. Borrowing Base then in effect must be approved or deemed to have been approved by the Super-majority U.S. Lenders as provided in this Section 2.07(c)(iii); and any Proposed U.S. Borrowing Base that would decrease or maintain the U.S. Borrowing Base then in effect must be approved or be deemed to have been approved by the Required U.S. Lenders as provided in this Section 2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender and U.S. Lender shall have fifteen (15) 15 days to agree with the Proposed Global Borrowing Base and/or the Proposed U.S. Borrowing Base or disagree with the Proposed Global Borrowing Base and/or the Proposed U.S. Borrowing Base by proposing an alternate Global Borrowing Base and/or U.S. Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect15 days, any Lender or U.S. Lender has not communicated its approval or disapproval in writing to the Global Administrative Agent, such silence shall be deemed to be an approval of the Proposed Global Borrowing Base and (B) in and, if applicable, the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed U.S. Borrowing Base. If, at the end of such 15-day period, all of : (1) the Super-majority Lenders, in the case of a Proposed Global Borrowing Base that would increase the Global Borrowing Base then in effect, or (2) the Super-majority U.S. Lenders, in the case of a Proposed U.S. Borrowing Base that would increase the U.S. Borrowing Base then in effect, (3) the Required Lenders, in the case of a Proposed Global Borrowing Base that would decrease or maintain the Global Borrowing Base or (4) the Required U.S. Lenders, in the case of a Proposed U.S. Borrowing Base that would decrease or maintain the U.S. Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Global Borrowing Base shall become the new Global Borrowing Base effective on the date specified in Section 2.4(d2.07(d) and/or the Proposed U.S. Borrowing Base shall become the new U.S. Borrowing Base effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicablethe Required U.S. Lenders, the Super-majority Lenders or the Super-majority U.S. Lenders have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Global Administrative Agent shall poll the Lenders and the U.S. Lenders to ascertain the highest (x) Global Borrowing Base then acceptable to a number of Lenders and U.S. Lenders sufficient to constitute the Required Lenders or the Super-majority Lenders, as applicable, and such amount shall become the new Global Borrowing Base, effective on the date specified in Section 2.07(d) and/or (xy) in the case of a decrease or reaffirmation, U.S. Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required U.S. Lenders and (y) in or the case of an increaseSuper-majority U.S. Lenders, all of the Lendersas applicable, and such amount shall become the new U.S. Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). The consent of the Parent, in its sole discretion, shall be required for any increase in the Global Borrowing Base or the U.S. Borrowing Base.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and Report, the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.138.12(c), and, and in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.138.12(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information with respect to the Oil and Gas Properties and other Properties of the Credit Parties being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole reasonable discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) (A) in the case of a Scheduled Redetermination if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and Section 8.12(c) in a timely and complete manner, then on or before (x) March 15, 2022 or (y) commencing October 15, 2022, April 15 and October 15 of such year, in each case, following the date of delivery or if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and Section 8.12(c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.06(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Revolving Credit Lenders as provided in this Section 2.4(c)(iii2.06(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect (not including an automatic reduction pursuant to Section 2.06(e)) must be approved or be deemed to have been approved by the Required Lenders (in each Revolving Credit Lender’s sole discretion consistent with its normal oil and gas criteria as it exists at the particular time) as provided in this Section 2.4(c)(iii2.06(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d). If, however, at the end of such 15-day period, all of the Revolving Credit Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Revolving Credit Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report , if applicable, and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.136.14, as may, from time to time, be reasonably requested by the Required Lenders and obtained by the Borrower through reasonably commercial efforts (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such the existence of any Swap Contracts or any other information Indebtedness) as the Administrative Agent deems appropriate exercising reasonable commercial standards in its sole discretion consistent accordance with its lending criteria the Administrative Agent’s normal and customary standards and practices for valuing and redetermining the value of Royalty Interests and Oil and Gas Properties in connection with reserve based oil and gas loan transactions as it exists at such the particular time. In no event shall It is expressly understood that neither the Proposed Administrative Agent nor the Lenders have any obligation to determine the Borrowing Base exceed the Aggregate Maximum Loan Amount;at any particular amount. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) promptly, but no earlier than ten (10) days from receipt, after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).Proposed

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.139.14(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such the existence of any Hedge Agreements or any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion exercising reasonable commercial standards and consistent with its normal and customary oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then on or before the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2. 14(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within 15 days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as it exists at the particular time as provided in this Section 2.4(c)(iii); 2. 14(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as it exists at the particular time as provided in this Section 2.4(c)(iii2. 14(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect-day period, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in all of the case of a decrease Lenders or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and as applicable, and, so long as such amount does not increase the Borrowing Base then in effect, such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative AgentBorrower, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.138.12(a), and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.138.12(b), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, (1) propose a new Borrowing Base which shall be (the "Proposed Borrowing Base") based upon such information from and such other information (including, without limitation, the status of title information with respect to the proved Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time, and (2) with respect to any Interim Redetermination prior to the Conforming Date, a new Conforming Borrowing Base (the "Proposed Conforming Borrowing Base") based upon the Administrative Agent's application of Conforming Credit Criteria. In no event shall the Proposed Borrowing Base or the Proposed Conforming Borrowing Base exceed the Aggregate Maximum Loan Credit Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base and, as applicable, the Proposed Conforming Borrowing Base (the “"Proposed Borrowing Base Notice”"): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before April 15th (or such date promptly thereafter as reasonably practicable) and October 15th (or such date promptly thereafter as reasonably practicable) of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base and, as applicable, the Proposed Conforming Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i), and in any event within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Any Proposed Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any or Proposed Conforming Borrowing Base that would increase the Borrowing Base or Conforming Borrowing Base, as applicable, then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base or Proposed Conforming Borrowing Base that would decrease or maintain the Borrowing Base or Conforming Borrowing Base, as applicable, then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base or, as applicable, agree with the Proposed Conforming Borrowing Base or disagree with the Conforming Borrowing Base, by proposing an alternate Borrowing Base or alternate Conforming Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effector, any Lender has not communicated its approval or disapproval in writing to the Administrative Agentas applicable, such silence shall be deemed to be a disapproval of the Proposed Conforming Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base or Proposed Conforming Borrowing Base that would increase the Borrowing Base or Conforming Borrowing Base, as applicable, then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base or Proposed Borrowing Base that would decrease or maintain the Borrowing Base or Conforming Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base and/or Proposed Conforming Borrowing Base shall become the new Borrowing Base and/or Conforming Borrowing Base, effective on the date specified in Section 2.4(d2.07(e). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall (A) notify the Borrower of the Proposed Borrowing Base and/or the Proposed Conforming Borrowing Base and which Lenders have not approved or been deemed to have approved of the Proposed Borrowing Base and/or the Proposed Conforming Borrowing Base and (B) poll the Lenders to ascertain the highest Borrowing Base and/or Conforming Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base or Conforming Borrowing Base, as applicable, then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base and/or new Conforming Borrowing Base, effective on the date specified in Section 2.4(d2.07(e).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (Ax) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (By) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders Administrative Agent (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties of the Credit Parties as described in the Engineering Reports and such the existence of any other information Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the any Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (x) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or (y) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders based upon the Engineering Reports and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties of the Credit Parties as described in the Engineering Reports and the existence of any other Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as each Lender deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) days, any Lender has not, in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and Base. If at the end of such fifteen (B15) days, any Lender has not, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such fifteen (15-) day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a Proposed Borrowing Base that would decrease or reaffirmationmaintain the Borrowing Base then in effect, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such fifteen (15-) day period, all of the Lenders Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, as applicablein the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and as applicable, and, such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.11(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.11(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.11(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th (or in the case of the November 2013 Redetermination, on or about November 1, 2013) of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders (in each Lender’s sole discretion consistent with its normal oil and gas lending criteria as it exists at the particular time) as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders (in each Lender’s sole discretion consistent with its normal oil and gas lending criteria as it exists at the particular time) as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: : (i) Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Administrative Agent or the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent Agent, in good faith, deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such timethe particular time and include adjustments to reflect hedging activities of the Credit Parties. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. For the avoidance of doubt, in the case of an Interim Redetermination, the Administrative Agent may utilize the Engineering Reports delivered in connection with the last Scheduled Redetermination, provided, however, the Administrative Agent may in its sole discretion request Borrower-generated supplemental Engineering Reports in connection with such Interim Redetermination. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).):

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13d), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(c) and (c) of Section 5.13d), and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (d) in a timely and complete manner, then, on or before each March 15 and September 15 (or such date promptly thereafter as reasonably practicable) of each year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (d) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. (A) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii); and (B) any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders Decrease and Maintenance Lenders, in each case, (x) in each Lender’s sole discretion consistent with its normal oil and gas lending criteria as it exists at the particular time and (y) as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Decrease and Maintenance Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Decrease and Maintenance Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Decrease and Maintenance Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (BA) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders Administrative Agent (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the "Proposed Borrowing Base") based upon such information from and such other information (including, without limitation, the status of title information with respect to the Proved Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Credit Parties' other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure of the Credit Parties to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan AmountCredit Amounts; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “"Proposed Borrowing Base Notice”") after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at or prior to the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (xA) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yB) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and Report, the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 9.12(a) and (c) of ), the NPI Report to be delivered by the Borrower pursuant to Section 5.139.17, and, in the case of an Interim Redetermination, pursuant to clauses (aSection 9.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.139.12(c), as may, from time to time, be reasonably requested by the Required Majority Revolving Credit Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall the NPI Report and shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 9.12(a) and (c) and the NPI Report to be delivered by the Borrower pursuant to Section 9.17 in a timely and complete manner, then on or before May 1 and November 1 of such year following the date of delivery or if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 9.12(a) and (c) and the NPI Report to be delivered by the Borrower pursuant to Section 9.17 in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and the NPI Report from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.06(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports and the NPI Report. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Revolving Credit Lenders as provided in this Section 2.4(c)(iii2.06(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect (not including an automatic reduction pursuant to Section 2.06(b)(iii) must be approved or be deemed to have been approved by the Required Revolving Credit Lenders (in each Revolving Credit Lender’s sole discretion consistent with its normal oil and gas criteria as it exists at the particular time) as provided in this Section 2.4(c)(iii2.06(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen twenty-one (1521) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen twenty-one (1521) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 1521-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d). If, however, at the end of such 1521-day period, all of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Revolving Credit Lenders sufficient to constitute the Required Revolving Credit Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, the Engineering Report as of July 1 pursuant to clauses (aSection 8.2(e) and (cor the Engineering Report as of January 1 pursuant to Section 8.2(f) of Section 5.13, and, in the case of an Interim Redetermination, the Engineering Report pursuant to clauses (a) and (c) of Section 5.138.2(f), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate Engineering Report and such other reports, data and supplemental information being the “Engineering ReportsData”), the Administrative Agent shall evaluate the information contained in the Engineering Reports Data and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from the Engineering Reports and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Data and the existence of any other Debt) as the Administrative Agent deems appropriate in its sole discretion consistent with its lending criteria as it exists at such timediscretion. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Data required to be delivered by the Borrower pursuant to Section 8.2(e) or Section 8.2(f), as applicable, and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Data required to be delivered by the Borrower pursuant to Section 8.2(e) or Section 8.2(f), as applicable, and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports Data from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.7(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Data. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders in their sole discretion as provided in this Section 2.4(c)(iii2.7(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Majority Lenders as provided in this Section 2.4(c)(iii2.7(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval rejection of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.7(d). 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, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders in their reasonable discretion or the Majority Lenders, and as applicable, such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.7(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (Ac) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (Bd) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal and customary oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (i) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery or (ii) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll poll, (A) in the case of an increase in the Borrowing Base, the Lenders to ascertain the highest Borrowing Base then acceptable to all of the Lenders, and (xB) in the case of a decrease in or reaffirmationmaintenance of the Borrowing Base, the Lenders to ascertain the highest Borrowing Base then acceptable to a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and then such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.139.14(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from the Engineering Reports and such other information as (including the Administrative Agent deems appropriate in its sole discretion consistent status of title information with its lending criteria as it exists at such time. In no event shall respect to the Proposed Borrowing Base exceed Properties as described in the Aggregate Maximum Loan Amount;Engineering Reports - 76- 727670773 12335469 (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then on or before the April 15th and October 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.14(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of an Interim Redetermination, promptly, and in any Proposed Borrowing Base that would increase the Borrowing Base then in effectevent, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then within 15 days after the Administrative Agent shall poll has received the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d)required Engineering Reports.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by : (A) Commencing on or about November 1, 2018, and on or about each May 1 and November 1 thereafter, if the Administrative Agent of has received (A1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, Agent pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.138.11(a), and (B2) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.11(b), as may, from time to time, be reasonably requested by the Required Lenders Administrative Agent (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent and the Revolving Credit Lenders shall evaluate the information contained in the Engineering Reports and shall shall, upon the consent of all Revolving Credit Lenders for an increase in the Borrowing Base or the consent of the Required Revolving Credit Lenders for a reduction or reaffirmation of the Borrowing Base, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the internal credit evaluation and other financial information) and factors (including each Revolving Credit Lender’s usual and customary oil and gas lending practices) as the Administrative Agent each Revolving Credit Lender deems appropriate in its sole discretion consistent with its lending criteria as it exists at such time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;discretion. (ii) Each Interim Redetermination shall be effectuated as follows: (A) Upon receipt by the Administrative Agent of (1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, pursuant to Section 8.11(b), and (2) such other reports, data and supplemental information, including the information provided pursuant to Section 8.11(b), as may, from time to time, be reasonably requested by the Administrative Agent, the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, upon the consent of all Revolving Credit Lenders for an increase in the Borrowing Base or the consent of the Required Revolving Credit Lenders for a reduction or reaffirmation of the Borrowing Base, propose a new Borrowing Base based upon such information and such other 39 information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the internal credit evaluation and other financial information) and factors (including each Revolving Credit Lender’s usual and customary oil and gas lending practices) as each Revolving Credit Lender deems appropriate in its sole discretion. (iii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and): (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease a Scheduled Redetermination or maintain an Interim Redetermination initiated by the Borrowing Base then in effectBorrower, any Lender has not communicated its approval or disapproval in writing to within thirty (30) days after the Administrative Agent, such silence shall be deemed to be an approval of Agent has received the Proposed Borrowing Base and required Engineering Reports; and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to an Interim Redetermination initiated by the Administrative Agent, such silence shall be deemed to be a disapproval of promptly, and in any event within five (5) days, after the Revolving Credit Lenders have determined the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase . (iv) In no event shall the Borrowing Base then in effect, or exceed the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d)Aggregate Maximum Credit Amounts.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Revolving Credit Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Revolving Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then on or before the May 15th and November 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.08(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Revolving Credit Lenders as provided in this Section 2.4(c)(iii2.08(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Revolving Credit Lenders as provided in this Section 2.4(c)(iii2.08(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative AgentAgent of such Proposed Borrowing Base which would decrease or maintain the Borrowing Base then in effect, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effecteffect have approved, or the Required Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, effect have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.08(d). If, however, at the end of such 15-day period, all of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Revolving Credit Lenders sufficient to constitute the Required Revolving Credit Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.08(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Super-Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), and (C) if applicable, written notice to the Administrative Agent stating that the Borrower intends to terminate or cancel its position under specific Swap Agreements (“Swap Cancellation Notice”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall Swap Cancellation Notice, if any, and shall, in good faith, propose a new Borrowing Base which shall be (all such amounts being the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) and, if applicable, a Swap Cancellation Notice in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) and applicable Swap Cancellation Notice in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and applicable Swap Cancellation Notice from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports and applicable Swap Cancellation Notice. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Super-Majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Required Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Super-Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Required Lenders or the Required Super-Majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base amount then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) or the Super-Majority Lenders, in the case of an increaseamount that would decrease or maintain the Borrowing Base, all then in effect, for purposes of the Lenders, this Section 2.07 and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.139.14(c), as may, from time to time, be reasonably requested by the Required Lenders or the Administrative Agent (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such the existence of any Hedge Agreements or any other information Indebtedness) as the Administrative Agent deems appropriate in good faith in accordance with its usual and customary oil and gas lending criteria as they exist at the particular time. For the avoidance of doubt, in the case of an Interim Redetermination, the Administrative Agent may utilize the Engineering Reports delivered in connection with the last Scheduled Redetermination, provided, however, the Administrative Agent may in its sole discretion consistent or at the direction of the Required Lenders request Borrower-generated supplemental Engineering Reports in connection with its lending criteria as it exists at such time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Interim Redetermination. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then on or about ten (10) Business Days following its receipt of the Engineering Reports or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.14(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.14(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of Non-Defaulting Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as they exist at the Lenders particular time as provided in this Section 2.4(c)(iii); 2.14(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii2.14(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect15)-day period, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day fifteen (15)-day period, all of the Non-Defaulting Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day fifteen (15)-day period, all of the Non-Defaulting Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to all Non-Defaulting Lenders (x) in the case of a decrease any increase to the Borrowing Base) or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yin any other case) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower Borrowers to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8. 12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Borrowing Base Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the "Proposed Borrowing Base") based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Revolving Credit Amounts. (ii) The Administrative Agent shall notify the Borrower Borrowers and the Lenders of the Proposed Borrowing Base (the “"Proposed Borrowing Base Notice”"): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower Borrowers and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Majority Borrowing Base Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Majority Borrowing Base Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, been deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Majority Borrowing Base Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, been deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) the Majority Borrowing Base Lenders for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base then in the case of a decrease or reaffirmationeffect, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report, the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitationCertificate, the information provided pursuant to clause (cSection 9.13(c) of Section 5.13and such other related reports, data and supplemental information as may, from time to time, be reasonably requested by the Administrative Agent or the Required Lenders may reasonably request (the Reserve Report, such certificate Reserve Report Certificate and such other related reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith and based upon its sole credit discretion propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other related information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such other information the existence of any Hedge Agreements) in good faith in accordance with its usual and customary oil and gas lending criteria as they exist at the particular time. For the avoidance of doubt, in the case of an Interim Redetermination, the Administrative Agent deems appropriate may utilize the Engineering Reports delivered in connection with the last Scheduled Redetermination, provided, however, the Administrative Agent may in its sole discretion consistent request Borrower-generated supplemental Engineering Reports in connection with its lending criteria as it exists at such time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Interim Redetermination. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (i) in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and (c) in a timely manner, within ten (10) Business Days following its receipt of such Engineering Reports or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.14(c)(i); and (ii) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports (or such later date to which the Borrower and the Administrative Agent may agree in their respective sole discretion). (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all each Lender (other than any Term Lender to the extent of its Excluded Term Loan Exposure, if any) in each such Xxxxxx’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as they exist at the Lenders particular time as provided in this Section 2.4(c)(iii); 2.14(c) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii2.14(c). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days Business Days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, If at the end of such 15-day Business Day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day Business Day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to (xa) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and or (yb) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSections 6.2(b) and (c) of Section 5.136.2(c), and, in the case of an Interim Redetermination, pursuant to clauses (a) a Reserve Report prepared by Borrower and (c) audited by an Approved Engineer which shall accompany any Interim Redetermination requested by Borrower, and otherwise shall be delivered within 30 days of Section 5.13, any Interim Redetermination requested by the Required Revolver Lenders and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.137.4, as may, from time to time, be reasonably requested by the Required Revolver Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time, which amount shall be reduced by the Borrowing Base Proved Undeveloped Reserve Capital Expenditure Adjustment. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount; (ii) Revolver Amount nor shall Proved Developed Reserves constitute less than 75% of the Borrowing Base total value. The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).):

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report for such redetermination and the certificate required to be delivered related Reserve Report Certificate (unless waived by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, Agent in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.11(c), as may, from time to time, be reasonably requested by the Required Lenders Administrative Agent or a Lender (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Conforming Borrowing Base which shall be or, after the Non-Conforming Borrowing Base Maturity Date, Borrowing Base (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base plus the Non-Conforming Borrowing Base, when applicable, exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall thereafter notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) in a timely and complete manner, then before or on April 15th or October 15th, as the case may be, of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, in the case of a Borrower requested Interim Redetermination within fifteen (15) days after the Administrative Agent has received the required Engineering Reports (or such later date to which the Borrower and the Administrative Agent agree). (iii) Until the Borrowing Base is redetermined in accordance Subject to Section 2.10(b) and Section 12.02(b)(ii) with this Section 2.4respect to any Defaulting Lender, the then-existing Borrowing Base will remain in effect. Any any Proposed Borrowing Base that would (A) increase the Conforming Borrowing Base or Borrowing Base then in effect must be approved by all Lenders as provided in this Section 2.07(c)(iii) and (B) decrease or maintain the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Maturity Date, the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days (or such shorter period as the Administrative Agent may permit) to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Conforming Borrowing Base that would decrease or maintain or, after the Non-Conforming Borrowing Base then in effectMaturity Date, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day periodperiod (or such shorter period as the Administrative Agent may permit), all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Maturity Date, Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Maturity Date, Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Maturity Date, Borrowing Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day periodperiod (or such shorter period as the Administrative Agent may permit), all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approvedProposed Borrowing Base, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Maturity Date, Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d) (provided that, if the Administrative Agent shall have polled the Lenders and ascertained that the highest Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Maturity Date, Borrowing Base then acceptable to all of the Lenders increases the Borrowing Base then in effect, such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d)).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.11(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.11(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) and a new Conforming Borrowing Base (the “Proposed Conforming Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base and the Proposed Conforming Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then on or before the April 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base and the Proposed Conforming Borrowing Base (if applicable) in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within 15 days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Super-majority Lenders as provided in this Section 2.07(c)(iii). Any Proposed Conforming Borrowing Base that would increase the Conforming Borrowing Base then in effect must be approved or deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Conforming Borrowing Base that would decrease or maintain the Conforming Borrowing Base then in effect must be approved or be deemed to have been approved by the Super-majority Lenders as provided in this Section 2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base and the Proposed Conforming Borrowing Base (if applicable) or disagree with the Proposed Borrowing Base or the Proposed Conforming Borrowing Base by proposing an alternate Borrowing Base or Proposed Conforming Borrowing Base, as the case may be. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect15 days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Conforming Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base(if applicable). If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base or Proposed Conforming Borrowing Base (if applicable) that would increase the Borrowing Base or Proposed Conforming Borrowing Base then in effect, or the Super-majority Lenders, in the case of a Proposed Borrowing Base or Conforming Borrowing Base that would decrease or maintain the Borrowing Base or Conforming Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base or the Proposed Conforming Borrowing Base (if applicable) shall become the new Borrowing Base or Conforming Borrowing Base, as the case may be, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Required Lenders or the Required Super-majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base or Conforming Borrowing Base, as the case may be, then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in or the case of an increaseSuper-majority Lenders, all of the Lendersas applicable, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and Report, the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, and in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information with respect to the Oil and Gas Properties and other Properties of the Credit Parties being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole reasonable discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Credit Amount;. (ii) The Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before April 15 and October 15 of such year following the date of delivery or if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.06(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Revolving Credit Lenders as provided in this Section 2.4(c)(iii2.06(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect (not including an automatic reduction pursuant to Section 2.06(e)) must be approved or be deemed to have been approved by the Required Lenders (in each Revolving Credit Lender’s sole discretion consistent with its normal oil and gas criteria as it exists at the particular time) as provided in this Section 2.4(c)(iii2.06(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d). If, however, at the end of such 15-day period, all of the Revolving Credit Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Revolving Credit Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d). For purposes of any Interim Redetermination described in clause (iii) of the definition thereof, the existing Borrowing Base that is being redetermined shall be deemed to be the Borrowing Base as in effect immediately prior to the commencement of the most recently ended Investment Grade Period.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.11(a) and (c) of Section 5.138.11(c), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.11(b) and (c) of Section 5.138.11(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.11(c), as may, from time to time, be reasonably requested by the Required Super Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), and the receipt by the Administrative Agent of the applicable Redetermination Compliance Certificate, the Administrative Agent shall evaluate the information contained in the Engineering Reports and such Redetermination Compliance Certificate and shall propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) equal to the sum of (A) its good faith determination of a new Working Interest Borrowing Base and Partnership Interest Borrowing Base based upon such information from the Engineering Reports and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists they exist at such timethe particular time and (B) its calculation of the Non-Reserve Borrowing Base. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Credit Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) (such notice to specify the proposed amount of the Borrowing Base and the Working Interest Borrowing Base, the Partnership Interest Borrowing Base, the Well Services Borrowing Base and the Common Unit Borrowing Base comprising such amount): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a), Section 8.11(c) and the applicable Redetermination Compliance Certificate in a timely and complete manner, then on or before the first to occur of April 15th and October 15th following the date of delivery (or, in each case, such date promptly thereafter as reasonably practicable) or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a), Section 8.11(c) and such Redetermination Compliance Certificate in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and such Redetermination Compliance Certificate from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (iiiB) Until in the case of an Interim Redetermination, promptly after the Administrative Agent has received the required Engineering Reports and the applicable Redetermination Compliance Certificate, and has had a reasonable opportunity to determine the Proposed Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. 2.07(c)(i). (iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Super Majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Such decisions relating to the Non-Reserve Borrowing Base will be based on the Administrative Agent’s calculation thereof and such decisions relating to the Oil and Gas Reserve Borrowing Base will be made by each Lender in good faith and based upon such criteria as such Lender deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as they exist at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect15 days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Super Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approvedapproved the Proposed Borrowing Base, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Super Majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approvedapproved the Proposed Borrowing Base, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain determine the highest Borrowing Base then acceptable to (x) in amount approved by all of the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increaseamount that would increase the Borrowing Base, all or the Super Majority Lenders in the case of an amount that would decrease or maintain the LendersBorrowing Base, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: : (i) Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders (other than Defaulting Lenders) as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders (other than Defaulting Lenders), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Report, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from time to time, be reasonably requested by, or provided by the Borrower to, the Administrative Agent on behalf of the Required Lenders (the Reserve Report, such certificate Report and such other reports, data and supplemental information, including the information provided pursuant to Section 9.13 being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) or PV-9 (the “Proposed PV-9”) as applicable based upon such information from and such other information (including the status of title information [CREDIT AGREEMENT] with respect to the Borrowing Base Properties as described in the Engineering Reports and such the existence of any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion consistent good faith in accordance with its usual and customary oil and gas lending criteria as it exists they exist at the particular time (provided that notwithstanding such time. In no event shall criteria, Proved Non-Producing Reserves and Proved Undeveloped Reserves (in the Proposed aggregate) may have an aggregate value in the Borrowing Base exceed of up to 35% of the Aggregate Maximum Loan Amount;Borrowing Base). (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base or the Proposed PV-9, as applicable (the “Proposed Borrowing Base Determination Notice”) within fifteen (15) days after the Administrative Agent has received complete the required Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); andReports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. (A) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii); and Borrowing Base Required Lenders, (B) any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders Lenders, and (C) any Proposed PV-9 must be approved or be deemed to have been approved by the Majority Lenders, in each case, as determined in each such Lender’s sole discretion and in good faith, consistent with each such Lender’s usual and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii2.14(c)(iii). Upon receipt of the Proposed Borrowing Base Determination Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or PV-9, as applicable, or disagree with the Proposed Borrowing Base or PV-9, as applicable, by proposing an alternate Borrowing BaseBase or PV-9, as applicable. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect-day period, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effector PV-9, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Baseas applicable. If, at the end of such 15-day period, all of the Borrowing Base Required Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, or in the case of a decrease Proposed PV-9, the Majority Lenders have approved or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base or PV-9, as the case may be, shall become the new Borrowing Base or PV-9, as applicable, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day period, all of the Lenders or Borrowing Base Required Lenders, the Required Lenders, or Majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest (i) Borrowing Base then acceptable to the Borrowing Base Required Lenders (x) in the case of a decrease any increase to the Borrowing Base) or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yin any other case) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d) or (ii) PV-9 then acceptable to a number of Lenders sufficient to constitute the Majority Lenders and such amount shall become the new PV-9, effective on the date specified in Section 2.14(d).. It is expressly understood that the Administrative Agent and Lenders have no obligation to designate the Borrowing Base or PV-9 at any particular amount, except in the good faith exercise of their discretion, whether in relation to the Total Commitment, the Maximum Aggregate Amount or otherwise. [CREDIT AGREEMENT]

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the applicable Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, related thereto in the case of a Scheduled Redetermination, pursuant to clauses (aaccordance with Section 8.07(c) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) the information provided pursuant to Section 8.07(c), the list of Hedging Agreements per Section 8.01(e), and such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent Agent, in good faith, deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Revolving Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.07(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery of such Engineering Report or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.07(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i)2.08(c)(i) and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Report; and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Revolving Lenders as provided in this Section 2.4(c)(iii2.08(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.08(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Revolving Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d2.08(d). If, however, at the end of such 15-day period, all of the Revolving Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Revolving Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d2.08(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSections 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSections 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (cSection 8.12(c) and the list of Swap Agreements per Section 5.138.01(d), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent Agent, in good faith, deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time. In addition, the Administrative Agent will summarize the Swap PV of such timeSwap Agreements as of the date of the Proposed Borrowing Base Notice. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. Houston 3931255v.7 (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery of such Engineering Report or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i)2.07(c)(i) and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Report; and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Super-Majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Super-Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Super-Majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Super-Majority Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report, the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitationCertificate, the information provided pursuant to clause (cSection 9.13(c) of Section 5.13and such other related reports, data and supplemental information as may, from time to time, be reasonably requested by the Administrative Agent or the Required Lenders may reasonably request (the Reserve Report, such certificate Reserve Report Certificate and such other related reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith and based upon its sole credit discretion propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other related information (including the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and such other information the existence of any Hedge Agreements) in good faith in accordance with its usual and customary oil and gas lending criteria as they exist at the particular time. For the avoidance of doubt, in the case of an Interim Redetermination, the Administrative Agent deems appropriate may utilize the Engineering Reports delivered in connection with the last Scheduled Redetermination, provided, however, the Administrative Agent may in its sole discretion consistent request Borrower-generated supplemental Engineering Reports in connection with its lending criteria as it exists at such time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Interim Redetermination. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and (c) in a timely manner, within ten (10) Business Days following its receipt of such Engineering Reports or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.14(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports (or such later date to which the Borrower and the Administrative Agent may agree in their respective sole discretion). (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of each Lender in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as they exist at the Lenders particular time as provided in this Section 2.4(c)(iii); 2.14(c) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by Lenders constituting at least the Required Lenders in each such Lender’s sole discretion and consistent with each such Lender’s normal and customary oil and gas lending criteria as they exist at the particular time as provided in this Section 2.4(c)(iii2.14(c). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days Business Days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, If at the end of such 15-day Business Day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d). If, however, at the end of such 15-day Business Day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain the highest Borrowing Base then acceptable to (xa) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and or (yb) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.14(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.11(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion appropriate, exercising reasonable commercial standards consistent with its normal and customary oil and gas lending criteria as it exists they exist at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders Lender of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely manner, then on or before the April 15th and October 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved (or deemed to have been approved, as provided below) by all of the Lenders (and each Lender hereby agrees to exercise its discretion to approve or disapprove any such Proposed Borrowing Base in a manner consistent with such Lender’s normal and customary oil and gas lending criteria as they exist at the particular time) as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved (or be deemed to have been approved approved, as provided below) by the Required Lenders (and each Lender hereby agrees to exercise its discretion to approve or disapprove any such Proposed Borrowing Base in a manner consistent with such Lender’s normal and customary oil and gas lending criteria as they exist at the particular time) as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with approve the Proposed Borrowing Base or disagree with disapprove the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease (or reaffirmation, deemed to have approved, as aforesaid) the Proposed Borrowing Base, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease (or reaffirmation, deemed to have approved, as aforesaid) the Proposed Borrowing Base, then the Administrative Agent shall poll the Lenders Lender to ascertain the highest Borrowing Base then acceptable to (x) in all of the case of a decrease Lender or reaffirmation, a number of Lenders Lender sufficient to constitute the Required Lenders and (y) Lender, as applicable, and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report evaluating the Oil and Gas Properties of the Borrower and its Domestic Subsidiaries located within the geographic boundaries of the United States of America (or the Outer Continental Shelf adjacent to the United States of America) and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSections 8.11(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSections 8.11(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.11(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Report required to be delivered by the Borrower pursuant to Sections 8.11(a) and (c) in a timely and complete manner, then on or before March 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Report required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Report. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).\

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the applicable Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, Reserve Report Certificate related thereto and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (cSection 8.11(c) and the list of Swap Agreements per Section 5.138.01(d), as may, from time to time, be reasonably requested by the Required Majority Tier I Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent Agent, in good faith, deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall addition, the Administrative Agent will summarize the Swap PV of such Swap Agreements as of the date of the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Notice. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery of such Engineering Report or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i)2.07(c)(i) and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Report; and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. US 793906v.7 (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Tier I Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Super-Majority Tier I Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Tier I Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Super-Majority Tier I Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Tier I Lenders or the Required Super-Majority Tier I Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Tier I Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Tier I Lenders sufficient to constitute the Required Super-Majority Tier I Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the "Proposed Borrowing Base") based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “"Proposed Borrowing Base Notice”"): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Required Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required or Majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) the Majority Lenders for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base then in the case of a decrease or reaffirmationeffect, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative AgentBorrower, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Administrative Agent or the Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the proved Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has have had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i), and in any Resolute Aneth, LLC Amended & Restated Credit Agreement event within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall (A) notify the Borrower of the Proposed Borrowing Base and which Lenders have not approved or been deemed to have approved of the Proposed Borrowing Base and (B) poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) A. the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) B. such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): A. in the case of a Scheduled Redetermination 1. if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or 2. if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and B. in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). 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, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then for purposes of this Section 2.07, the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable (aa) to the Majority Lenders, if such amount would decrease the Borrowing Base then in effect, or (xbb) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and if such amount would increase the Borrowing Base then in effect, which amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). (iv) If any Lender refuses to approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii), the Borrower shall have the right to cause the Commitment of such dissenting Lender to be replaced pursuant to Section 5.06.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by : (A) Commencing on or about May 15, 2013, and on or about each November 15 and May 15 thereafter, if the Administrative Agent of has received (A1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, Agent pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13), and (B2) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.12(b), as may, from time to time, be reasonably requested by the Required Lenders Administrative Agent (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent and the Lenders shall evaluate the information contained in the Engineering Reports and shall shall, upon the consent of all Lenders for an increase in the Borrowing Base or the consent of all Required Lenders for a reduction or reaffirmation of the Borrowing Base, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the internal credit evaluation and other financial information) and factors (including each Lender’s usual and customary oil and gas lending practices) as the Administrative Agent each Lender deems appropriate in its sole discretion consistent with its lending criteria as it exists at such time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;discretion. (ii) Each Interim Redetermination shall be effectuated as follows: (A) Upon receipt by the Administrative Agent of (1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, pursuant to Section 8.12(b), (2) such other reports, data and supplemental information, including the information provided pursuant to Section 8.12(b), as may, from time to time, be reasonably requested by the Administrative Agent and (3) in the case of an Interim Determination requested by the Borrower, a redetermination fee pursuant to Section 3.05(c)(ii), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, upon the consent of all Lenders for an increase in the Borrowing Base or the consent of all Required Lenders for a reduction or reaffirmation of the Borrowing Base, propose a new Borrowing Base based upon such information and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the internal credit evaluation and other financial information) and factors (including each Lender’s usual and customary oil and gas lending practices) as each Lender deems appropriate in its sole discretion. (iii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and): (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease a Scheduled Redetermination or maintain an Interim Redetermination initiated by the Borrowing Base then in effectBorrower, any Lender has not communicated its approval or disapproval in writing to within thirty (30) days after the Administrative Agent, such silence shall be deemed to be an approval of Agent has received the Proposed Borrowing Base and required Engineering Reports; and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to an Interim Redetermination initiated by the Administrative Agent, such silence shall be deemed to be a disapproval of promptly, and in any event within five (5) days, after the Lenders have determined the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report for such redetermination and the certificate required to be delivered related Reserve Report Certificate (unless waived by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, Agent in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Indebtedness) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base at such time exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall thereafter notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (I) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and Section 8.12(c), in a timely and complete manner, then on or before April 15th or October 15th, as the case may be, of such year following the date of delivery or (II) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 8.12(a) and Section 8.12(c), in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports (or such later date to which the Borrower and the Administrative Agent may agree in its sole discretion). (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); 2.07(c)(iii) and any Proposed Borrowing Base that would (B) decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yfor purposes of this Section 2.07(c) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d) (provided that, if the Administrative Agent shall have polled the Lenders and ascertained that the highest Borrowing Base then acceptable to all of the Lenders increases the Borrowing Base then in effect, such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d)).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its reasonable discretion, propose a new Borrowing Base which shall be (the "Proposed Borrowing Base") based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “"Proposed Borrowing Base Notice”"): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and Report, the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, and in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Revolving Credit Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information with respect to the Oil and Gas Properties and other Properties of the Credit Parties being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before April 15 and October 15 of such year following the date of delivery, or if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.06(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Revolving Credit Lenders as provided in this Section 2.4(c)(iii2.06(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect (not including an automatic reduction pursuant to Section 2.01(b)(viii) must be approved or be deemed to have been approved by the Required Revolving Credit Lenders (in each Revolving Credit Lender’s sole discretion consistent with its normal oil and gas lending criteria as it exists at the particular time) as provided in this Section 2.4(c)(iii2.06(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d). If, however, at the end of such 15-day period, all of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to (xA) in the case of a decrease or reaffirmation, to a number of Revolving Credit Lenders sufficient to constitute the Required Revolving Credit Lenders and (yB) in the case of an increase, to all of the Revolving Credit Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative AgentBorrowers, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”), Monthly Commitment Reduction (the “Proposed MCR”), Half Life (the “Proposed Half Life”) and PV-9 (the “Proposed PV-9”; the Proposed Borrowing Base, Proposed MCR, Proposed Half Life and Proposed PV-9 are collectively referred to herein as the “Proposed Measurements”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the proved Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Credit Amount;. (ii) The Administrative Agent shall notify the Borrower Borrowers and the Lenders of the Proposed Borrowing Base Measurements (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 1st (or such date promptly thereafter as reasonably practicable) and September 1st (or such date promptly thereafter as reasonably practicable) of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower Borrowers and has had a reasonable opportunity to determine the Proposed Borrowing Base Measurements in accordance with Section 2.4(c)(i2.06(c)(i), and in any event within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect and any Proposed PV-9 that would increase the PV-9 then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.06(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect and any Proposed PV-9 that would decrease or maintain the PV-9 then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).2.06

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative AgentBorrowers, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B2) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower Borrowers and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (1) in the case of a Scheduled Redetermination (A) if the Administrative Agent shall have received the Engineering Reports and other information required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery (and on or before December 1, 2013 in the case of the Reserve Report required to be delivered by November 15, 2013) or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and other information from the Borrower Borrowers and has have had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i), and in any event within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; and (2) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii); 2.07(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Administrative Agent and the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Administrative Agent and Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, been deemed to have approved, as aforesaid, then the Administrative Agent shall (1) notify the Borrowers of the Proposed Borrowing Base and which Lenders have not approved or been deemed to have approved of the Proposed Borrowing Base and (2) poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the April 15th and October 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect-day period, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders or the Required Lenders, and as applicable, and, so long as such amount does not increase the Borrowing Base then in effect, such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose shall, in good faith, calculate a new Borrowing Base which shall be proposed Total PV (the "Proposed Total PV") based upon such information from the Engineering Reports Total PV and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base Total PV based on the criteria set forth in the definition of Total PV (the “"Proposed Borrowing Base Total PV Notice”"): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base Total PV in accordance with Section 2.4(c)(i2.07(b)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base Total PV that would increase the Borrowing Base Total PV then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(b)(iii); and any Proposed Borrowing Base Total PV that would decrease or maintain the Borrowing Base Total PV then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(b)(iii). Upon receipt of the Proposed Borrowing Base Total PV Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base Total PV or disagree with the Proposed Borrowing Base Total PV by proposing an alternate Borrowing BaseTotal PV. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing BaseTotal PV. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base Total PV that would decrease or maintain the Borrowing Base Total PV then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base Total PV shall become the new Borrowing Base Total PV, effective on the date specified in Section 2.4(d2.07(c). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base Total PV then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and for purposes of this Section 2.07 and, so long as such amount does not increase the Total PV then in effect, such amount shall become the new Borrowing Base Total PV, effective on the date specified in Section 2.4(d2.07(c).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose (1) a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists applicable to all similarly situated borrowers operating in similar regional geographic and geologic areas at such the particular time, and (2) with respect to any Interim Redetermination prior to November 1, 2008, a new Conforming Borrowing Base (the “Proposed Conforming Borrowing Base”) based upon the Administrative Agent’s application of Conforming Credit Criteria. In no event shall the Proposed Borrowing Base or Proposed Conforming Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base and, as applicable, the Proposed Conforming Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).):

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) A. the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) B. such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information ------------------- contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the "Proposed Borrowing Base") based upon such information from and ------------------------- such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “"Proposed Borrowing Base ------------------------- Notice”"): ------ A. in the case of a Scheduled Redetermination 1. if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or 2. if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and B. in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). 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, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then for purposes of this Section 2.07, the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable (aa) to the Majority Lenders, if such amount would decrease the Borrowing Base then in effect, or (xbb) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and if such amount would increase the Borrowing Base then in effect, which amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). (iv) If any Lender refuses to approve a Proposed Borrowing Base pursuant to Section 2.07(c)(iii), the Borrower shall have the right to cause the Commitment of such dissenting Lender to be replaced pursuant to Section 5.06.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a‎Section 8.12(a) and (c) of Section 5.13‎(c), and, in the case of an Interim Redetermination, pursuant to clauses (a‎Section 8.12(b) and (c) of Section 5.13‎(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13‎Section 8.12(c), as may, from time to time, be reasonably requested by the Required Majority Revolving Credit Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Revolving Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections ‎8.12(a) and ‎(c) in a timely and complete manner, then on or before the May 15th and November 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections ‎8.12(a) and ‎(c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i‎Section 2.08(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Revolving Credit Lenders as provided in this Section 2.4(c)(iii‎Section 2.08(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Revolving Credit Lenders as provided in this Section 2.4(c)(iii‎Section 2.08(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Credit Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Credit Lender has not communicated its approval or disapproval in writing to the Administrative AgentAgent of such Proposed Borrowing Base which would decrease or maintain the Borrowing Base then in effect, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effecteffect have approved, or the Required Revolving Credit Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, effect have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d‎Section 2.08(d). If, however, at the end of such 15-day period, all of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Credit Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Revolving Credit Lenders sufficient to constitute the Required Revolving Credit Lenders and, so long as such amount does not increase the Borrowing Base then in effect (unless such amount would increase the Borrowing Base in effect and (y) in the case of an all Revolving Credit Lenders approve such increase), all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d‎Section 2.08(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A1) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative AgentBorrower, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13‎(c), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13‎(c), and (B2) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13‎Section 8.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (1) in the case of a Scheduled Redetermination (A) if the Administrative Agent shall have received the Engineering Reports and other information required to be delivered by the Borrower pursuant to ‎Section 8.12(a) and ‎(c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to ‎Section 8.12(a) and ‎‎(c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and other information from the Borrower and has have had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i), and in any event within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; and (2) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii); ‎Section 2.07(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii‎Section 2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d‎Section 2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall (i) notify the Borrower of the Proposed Borrowing Base and which Lenders have not approved or been deemed to have approved of the Proposed Borrowing Base and (ii) poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) for purposes of this ‎Section 2.07 and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d‎Section 2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report for such redetermination and the certificate required to be delivered related Reserve Report Certificate (unless waived by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, Agent in the case of an Interim Redetermination), pursuant to clauses (a) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, including the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Administrative Agent or by the Administrative Agent at the direction of the Super-Majority Lenders (the Reserve Report, such certificate Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”) and (C) if applicable, written notice to the Administrative Agent stating that the Borrower intends to terminate or cancel its position under specific Swap Agreements (“Swap Cancellation Notice”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall Swap Cancellation Notice, if any, and shall, in good faith propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and Section 8.12(c) and, if applicable, a Swap Cancellation Notice in a timely and complete manner, then on or about the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and Section 8.12(c) and applicable Swap Cancellation Notice in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and applicable Swap Cancellation Notice from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, in the case of a Borrower Requested Interim Redetermination within fifteen (15) days after the Administrative Agent has received the required Engineering Reports and applicable Swap Cancellation Notice (or such later date to which the Borrower and the Administrative Agent agree). (iii) Until the Borrowing Base is redetermined in accordance Subject to Section 2.09 and Section 12.02(b)(ii) with this Section 2.4respect to any Defaulting Lender, the then-existing Borrowing Base will remain in effect. Any any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be approved by all of the Lenders each Lender (other than any Defaulting Lender) as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would (B) decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Super-Majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days (or such shorter period as the Administrative Agent may permit) to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day periodperiod (or such shorter period as the Administrative Agent may permit), all of the Lenders, each Lender in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Super-Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day periodperiod (or such shorter period as the Administrative Agent may permit), all of the Lenders each Lender or the Required Super-Majority Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease each Lender or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Super-Majority Lenders, and as applicable, and, so long as such amount does not increase the Borrowing Base, then in effect, such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d) (provided that, if the Administrative Agent shall have polled the Lenders and ascertained that the highest, Borrowing Base then acceptable to all of the Lenders increases the Borrowing Base then in effect, such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d)).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from the Engineering Reports and such other information as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. Without limitation of the generality of the foregoing, the Administrative Agent and the Lenders will calculate the Borrowing Base considering the following factors: (a) the Proved Reserves attributable to the Borrower’s and its Subsidiaries’ Oil and Gas Properties; and (b) the Borrower’s direct or indirect interests in reusable floating infrastructure assets to the extent a Lien in form and substance reasonably satisfactory to the Administrative Agent can be granted on either the asset or the Borrower’s Capital Stock in the Person owning the asset. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).):

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrowers (or Borrower to the Administrative AgentRepresentative), in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the proved Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT (ii) The Administrative Agent shall notify the Borrowers (or Borrower Representative) and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before May 15th (or such date promptly thereafter as reasonably practicable) and November 15th (or such date promptly thereafter as reasonably practicable) of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrowers pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower Borrowers and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i), and in any event within fifteen (15) days after the Administrative Agent has received the required Engineering Reports; and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base (an “Alternate Borrowing Base”). If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base or Alternate Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base or Alternate Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base or Alternate Borrowing Base, as applicable, shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(e). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall (A) notify the Borrowers (or Borrower Representative) of the Proposed Borrowing Base or CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT Alternate Borrowing Base and which Lenders have not approved or been deemed to have approved of the Proposed Borrowing Base or Alternate Borrowing Base and (B) poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(e). In no event shall the new approved Borrowing Base exceed the Aggregate Maximum Credit Amount.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.11(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.11(b) and (c) of Section 5.13, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.11(c), as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then on or before the March 15th and September 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect-day period, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, the Proposed Borrowing Base, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders or the Required Lenders, and as applicable, and, so long as such amount does not increase the Borrowing Base then in effect, such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses Section 8.12(a), (ab) and (c) of Section 5.13e), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(d) and (c) of Section 5.13e), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(e), as may, from time to time, be reasonably requested by the Required Majority Revolving Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “"Engineering Reports”"), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the "Proposed Borrowing Base") based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time, provided that at least 125% of the Borrowing Base value will be represented by Proved Developed Producing Reserves on a discounted net present value basis. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Commitments. (ii) The Administrative Agent shall notify the Borrower and the Revolving Lenders of the Proposed Borrowing Base (the “"Proposed Borrowing Base Notice”"): (A) in the case of a Tri-Annual Year Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (e) in a timely and complete manner, then on or before March 15, 2006, July 15, 2006, November 15, 2007 and March 15, 2007 or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (e) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); (B) in the case of a Semi-Annual Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(b) and (e) in a timely and complete manner, then on or before September 15th and March 15th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(b) and (e) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and (C) in the case of a Term Loan Redetermination or an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Revolving Lenders as provided in this Section 2.4(c)(iii); 2.07(c)(iii) and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Majority Revolving Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Revolving Lender shall have fifteen ten (1510) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen ten (1510) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Revolving Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 1510-day period, all of the Revolving Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Majority Revolving Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 1510-day period, all of the Lenders or the Required Majority Revolving Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Revolving Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Revolving Lenders sufficient to constitute the Required Majority Revolving Lenders and (y) for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: : (i) Upon receipt by the Administrative Agent of (A) the applicable Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13, related Reserve Report Certificate and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause Section 8.01 (cas applicable) of and Section 5.138.12, as may, from time to time, be reasonably requested by the Required Administrative Agent or the Majority Lenders (the Reserve Report, such certificate related Reserve Report Certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon any information and such other information from (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow, business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders in writing of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then on or before the fifteenth (15th) day following the date of delivery (or such later date, within 30 days thereof, to which the Borrower and the Administrative Agent agree) or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, on or about the thirtieth (30th) day after the Administrative Agent has received the required Engineering Reports (unless otherwise agreed by the Borrower). (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.4(c)(iii); (other than Defaulting Lenders) and any Proposed Borrowing Base that would (B) decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders Lenders, in each case, as provided in this Section 2.4(c)(iii2.07(c)(iii). Such decisions will be made by each Lender based upon such criteria (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow, business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as such Lender deems appropriate in its sole discretion and consistent with its oil and gas lending criteria as it exists at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of (A) if the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base, or (B) if the Proposed Borrowing Base would maintain or decrease the Borrowing Base then in effect, an approval of the Proposed Borrowing Base. If, at the end of such fifteen (15-) day period, all of the Lenders (other than Defaulting Lenders), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such fifteen (15-) day period, all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, approved the Proposed Borrowing Base as aforesaidindicated above, then the Administrative Agent shall promptly thereafter poll the Lenders (other than Defaulting Lenders) to ascertain the highest Borrowing Base then acceptable to all of the Lenders (x) in the case of a decrease any increase to the Borrowing Base) or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (yin any other case) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (Ad) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (Be) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Lenders Administrative Agent (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties of the Credit Parties as described in the Engineering Reports and such the existence of any other information Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the any Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (iii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (f) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before March 15th and September 15th of such year following the date of delivery or (g) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (iiiA) Until in the Borrowing Base is redetermined case of an Interim Redetermination, promptly, and in accordance with this Section 2.4any event, within fifteen (15) days after the then-existing Borrowing Base will remain in effect. Administrative Agent has received the required Engineering Reports. (ii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Requisite Increase Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, Requisite Increase Lenders or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectas applicable, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Requisite Increase Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt, the Credit Parties’ other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists for revolving lines of credit at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan AmountCredit Amounts; (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and and (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders (other than any Defaulting Lenders) as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) Base. If, in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, at the end of such fifteen (15) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders (other than any Defaulting Lenders), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section 2.4(d).42

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.11(a) and (c) of Section 5.13), and, in the case of an Interim Redetermination, pursuant to clauses (aSection 8.11(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, information including, without limitation, the information provided pursuant to clause (cSection 8.11(c) of Section 5.13, as may, from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from the Engineering Reports and such other information as that is deemed appropriate by the Administrative Agent deems appropriate in its sole discretion in good faith and consistent with its normal oil and gas lending criteria as it exists at such timethe particular time (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Borrower’s other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes). In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;Credit Amounts. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) in a timely and complete manner, then on or before 30 days after the receipt of such Engineering Reports (or as promptly thereafter as may be reasonably practicable) or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within 30 days after the Administrative Agent has received the required Engineering Reports (or as promptly thereafter as may be reasonably practicable). (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Super-majority Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect15 days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Super-majority Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmationreaffirmation of the Borrowing Base, or the Super-majority Lenders, in the case of an increase to the Borrowing Base, have not approved or deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in or the case of an increaseSuper-majority Lenders, all of the Lendersas applicable, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). The consent of the Borrower, in its sole discretion, shall be required for any increase in the Borrowing Base.

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim Redetermination, pursuant to clauses (a) and (c) of Section 5.13Reserve Report Certificate, and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in its sole discretion, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from the Engineering Reports and such other information as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the April 1st of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.07(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Borrowing Base Increasing Lenders in their sole discretion as provided in this Section 2.4(c)(iii2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by the Required Lenders in their sole discretion as provided in this Section 2.4(c)(iii)2.07(c)(iii) . Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Borrowing Base Increasing Lenders, in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d). If, however, at the end of such 15-day period, all of the Borrowing Base Increasing Lenders or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Borrowing Base Increasing Lenders or the Required Lenders and (y) in the case of an increase, all of the Lenders, and as applicable, and, so long as such amount does not increase the Borrowing Base then in effect, such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.07(d).

Scheduled and Interim Redetermination Procedure. (i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and Report, the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to clauses (aSection 8.12(a) and (c) of Section 5.13), and, and in the case of an Interim Redetermination, pursuant to clauses (aSection 8.12(b) and (c) of Section 5.13), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to clause (c) of Section 5.138.12(c), as may, from time to time, be reasonably requested by the Required Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information with respect to the Oil and Gas Properties and other Properties of the Credit Parties being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall shall, in good faith, propose a new Borrowing Base which shall be (the “Proposed Borrowing Base”) based upon such information from and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and such the existence of any other information Debt) as the Administrative Agent deems appropriate in its sole reasonable discretion and consistent with its normal oil and gas lending criteria as it exists at such the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Loan Credit Amount;. (ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”): (A) in the case of a Scheduled Redetermination if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before April 15 and October 15 of such year following the date of delivery or if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i2.06(c)(i); and (B) in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports. (iii) Until the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders (other than Defaulting Lenders and any Term Lender to the extent of its Excluded Term Loan Exposure, if any) as provided in this Section 2.4(c)(iii2.06(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect (not including an automatic reduction pursuant to Section 2.06(e)) must be approved or be deemed to have been approved by the Required Lenders (in each Lender’s sole discretion consistent with its normal oil and gas criteria as it exists at the particular time) as provided in this Section 2.4(c)(iii2.06(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, If at the end of such fifteen (15) days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effectdays, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the LendersLenders (other than Defaulting Lenders and any Term Lender to the extent of its Excluded Term Loan Exposure, if any), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d). If, however, at the end of such 15-day period, all of the Lenders (other than Defaulting Lenders and any Term Lender to the extent of its Excluded Term Loan Exposure, if any) or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x) in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) and, so long as such amount does not increase the Borrowing Base then in the case of an increaseeffect, all of the Lenders, and such amount shall become the new Borrowing Base Base, effective on the date specified in Section 2.4(d2.06(d). For purposes of any Interim Redetermination described in clause (iii) of the definition thereof, the existing Borrowing Base that is being redetermined shall be deemed to be the Borrowing Base as in effect immediately prior to the commencement of the most recently ended Investment Grade Period.