Common use of Scheduled and Interim Redeterminations Clause in Contracts

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on April 1st and October 1st of each year, commencing October 1, 2012. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012), by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar months, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar months, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d). The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (each a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Bank and the Revolving Credit Lenders on or about May 1 (with respect to the Reserve Report delivered no later than April 1st 1) and on or about November 1 (with respect to the Reserve Report delivered no later than October 1st 1) of each year, year commencing October on or about May 1, 20122020. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Revolving Credit Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthstwo times per year, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it the Borrower or any Restricted Subsidiary acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 total value of the proved Oil and Gas Properties (calculated at the time of acquisition) in excess of 55.0% of the Borrowing Base in effect immediately prior to such acquisitionacquisition (as determined by the Administrative Agent); provided that for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by the Borrower of Oil and Gas Properties with Proved Reserves.

Scheduled and Interim Redeterminations. The During a Borrowing Base Period, the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 2.07 (each such redetermination, a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to ) based on the Borrower, Reserve Reports prepared as of the Administrative Agent, the Letter of Credit Issuers and the Lenders on April 1st and October 1st of each year, commencing October following dates: July 1, 2012. 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter In addition, (i) the Borrower may at any time (including prior elect to the first Scheduled Redetermination date of October 1, 2012)cause, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, mayAgent shall cause, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time during between Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any period Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of 12 consecutive calendar monthsthe Majority Lenders, by notifying the Borrower thereof, cause the Borrowing Base to be redetermined between Scheduled Redeterminations, and (iii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or any other Credit Party with a purchase price in each case elect the aggregate of at least five percent (5%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (Redeterminations. Each redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as an “Interim Redetermination”) ” and shall be effectuated in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition2.07.

Scheduled and Interim Redeterminations. The Borrowing Base Variable Amount shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base Variable Amount shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on April 1st and October 1st of each yearyear (or as promptly as possible thereafter), commencing October April 1, 20122015. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October April 1, 20122015), by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsmonths (provided that such limitation shall not apply to any redetermination requested by the Borrower in connection with any Incremental Increase pursuant to Section 2.16), and the Administrative Agent, following the first Scheduled Redetermination date of October April 1, 20122015, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar months), in each case case, elect to cause the Borrowing Base Variable Amount to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base Variable Amount in the event it that a Credit Party acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties with Proved Reserves having a PV-9 value (calculated at the time of acquisition) in excess of 5% ten percent (10.0%) of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The During a Borrowing Base Trigger Period, the Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on April 1st and October May 1st of each yearyear (or pursuant to Section 2.14(d) below, such date thereafter as is reasonably practicable), commencing October 1, 2012with the First Scheduled Redetermination Date. In addition, the Borrower may at any time (including prior to the first First Scheduled Redetermination date of October 1, 2012Date), by notifying the Administrative Agent thereof thereof, not more than twice during any period of 12 consecutive calendar monthsonce between Scheduled Redeterminations, and the Administrative Agent, following the first First Scheduled Redetermination date of October 1, 2012Date, may, at the direction of the Required Revolving Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthsnot more than once between Scheduled Redeterminations, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 510% of the Borrowing Base in effect immediately prior to such acquisition.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on or about April 1st and October 1st of each yearyear (or as promptly as possible thereafter), commencing October on or about April 1, 20122021. In addition, following the first Scheduled Redetermination Date of April 1, 2021, (i) the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)time, by notifying the Administrative Agent thereof not more than twice once during any period of 12 consecutive calendar months, between Scheduled Redeterminations and not more than once during any fiscal year; and (ii) the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, maymay at any time, at the written direction of the Required Lenders, by notifying written notice to the Borrower thereof, one time not more than once during any period of 12 consecutive calendar monthsbetween Scheduled Redeterminations and not more than once during any fiscal year, in each case case, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it that a Credit Party acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties with Proved Reserves having a PV-9 value (calculated at the time of acquisition) in excess of 5% five percent (5.0%) of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined (i) during the calendar year 2019, on a quarterly basis and (ii) thereafter, semi-annually annually, in each case in accordance with this Section 2.14 2.07 (each such scheduled redetermination, a “Scheduled Redetermination”), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Bank and the Lenders (i) on April May 1, 2019, August 1, 2019 and November 1, 2019 and (ii) thereafter, on May 1st and October November 1st of each year, commencing October May 1, 20122020. In addition, (A) the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during each elect to cause the Borrowing Base to be redetermined two times prior to the first Scheduled Redetermination on May 1, 2019 and two times between any period of 12 consecutive calendar monthstwo successive Scheduled Redeterminations in accordance with this Section 2.07, and (B) the Borrower may elect, in each case elect addition to any such elections permitted to be made by it pursuant to the foregoing clause (A), by notifying the Administrative Agent of any acquisition of Proved Oil and Gas Properties by the Borrower or any Restricted Subsidiary with a purchase price in the aggregate of at least ten percent (10%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each such redetermination described in clauses (A) and (B) being an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination 2.07. For purposes of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed aboveAgreement, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations determination of the Borrowing Base in on the event it acquires Oil Effective Date provided for herein shall be deemed and Gas Properties with Proved Reserves which are considered to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionScheduled Redetermination.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on April 1st and October 1st of each year, commencing October 1, 2012. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012), by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar months, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive 715000788 12406500715000788 12406500 calendar months, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d) (each a “Scheduled Redetermination”). The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”)annually, and, subject to Section 2.14(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Bank and the Revolving Credit Lenders on May 1 (with respect to the Reserve Report delivered on March 31 and the NPI Report delivered April 1st 15) and November 1 (with respect to the Reserve Report delivered on September 30 and the NPI Report delivered on October 1st 15) of each year, commencing October 1, 2012. In addition, the (i) Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Majority Revolving Credit Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthstwo times per year, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Subsidiaries with a purchase price in the aggregate of at least ten percent (10%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations in accordance with this Section 2.06 (each redetermination under clause (i) or (ii) of this sentence, an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 and (iii) in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against NPI Deficit Balance listed on the first such Interim Redetermination otherwise permitted most recent NPI Report delivered to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereofhas decreased by an amount greater than ten percent (10%) of the NPI Deficit Balance used in the calculation of the last Scheduled Redetermination or Interim Redetermination (whichever was last), at any time between Scheduled Redeterminations, request additional Interim Redeterminations the NPI Deficit Balance component of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to shall be Borrowing Base Properties having a PV-9 reduced by seventy-five percent (calculated at the time 75%) of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitiondecrease automatically.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, 2.07 and subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers each Issuing Bank and the Lenders semi-annually on April 1st and October 1st of each year, commencing October April 1, 20122020 (each a “Scheduled Redetermination”); provided, that notwithstanding anything herein to the contrary, any Borrowing Base that is available and effective shall not exceed the “All in Cap” as defined in the Second Lien Indenture. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive each calendar monthsyear, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each, an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent)2.07. In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying notice to the Administrative Agent thereof, at any time between Scheduled Redeterminations, request an additional Interim Redeterminations Redetermination upon any acquisition of the Borrowing Base in the event it acquires proved Oil and Gas Properties with Proved Reserves which are having an aggregate value attributable to be Borrowing Base such Oil and Gas Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionacquisition (it being understood that for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by the Borrower of Oil and Gas Properties with Proved Reserves); provided that, in connection with an Interim Redetermination occurring in connection with such threshold being satisfied, the Borrower, may, as set forth in the definition of Reserve Report, elect only to provide a Reserve Report in respect of the acquired properties (in which case the most recent Reserve Report shall be used for the existing Borrowing Base Properties).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined on or about April 1, 2021 (the “April 2021 Redetermination”), on or about October 1, 2021 (the “October 2021 Redetermination”) and, thereafter, semi-annually in accordance with this Section 2.14 2.07 (each, a “Scheduled Redetermination”), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on or about April 1st 1, 2021 (in the case of the April 2021 Redetermination), October 1, 2021 (in the case of the October 2021 Redetermination), and October 1st on or about May 1 and November 1 of each year, commencing October May 1, 20122022. In addition, (i) the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar months, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthsbetween Scheduled Redeterminations, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) the Administrative Agent may, at the direction of the Required Lenders, following the first Scheduled Redetermination hereunder, one time between successive Scheduled Redeterminations, by notifying the Borrower thereof, elect to cause the Borrowing Base to be redetermined, and (iii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Restricted Subsidiaries with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined prior to the initial Scheduled Redetermination or between Scheduled Redeterminations (each, an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on or about April 1st and October 1st of each yearyear (or as promptly as possible thereafter), commencing on or about October 1, 20122021. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 20122021), by notifying the Administrative Agent thereof not more than twice once during any period of 12 consecutive calendar monthsfiscal year (provided that such limitation shall not apply to any redetermination requested by the Borrower in connection with any Incremental Increase pursuant to Section 2.16), and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 20122021, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthsfiscal year, in each case case, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it that a Credit Party acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties with Proved Reserves having a PV-9 value (calculated at the time of acquisition) in excess of 5% five percent (5.0%) of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on or about April 1st and October 1st of each yearyear (or as promptly as possible thereafter), commencing on or about October 1, 20122023. In addition, following the first Scheduled Redetermination Date of October 1, 2023, (i) the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)time, by notifying the Administrative Agent thereof not more than twice once during any period of 12 consecutive calendar months, between Scheduled Redeterminations and not more than once during any fiscal year; and (ii) the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, maymay at any time, at the written direction of the Required Lenders, by notifying written notice to the Borrower thereof, one time not more than once during any period of 12 consecutive calendar monthsbetween Scheduled Redeterminations and not more than once during any fiscal year, in each case case, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it that a Credit Party acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties with Proved Reserves having a PV-9 value (calculated at the time of acquisition) in excess of 5% five percent (5.0%) of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on or about June 1, 2018 and on or about each April 1st 30th and October 1st 31st of each yearyear thereafter (or, commencing October 1in each case, 2012as promptly as possible thereafter). In addition, the Borrower may at any time (including prior to after the first Scheduled Redetermination date of October June 1, 2012)2018, each of the Borrower, by notifying the Administrative Agent thereof not more than twice during one time between any period of 12 consecutive calendar monthstwo Scheduled Redeterminations, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, may, at its discretion or at the direction of the Required Lenders, by notifying the Borrower thereof, not more than one time during between any period of 12 two consecutive calendar monthsScheduled Redeterminations, in each case case, may elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may also direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against as the first such one Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative AgentAgent or the Required Lenders). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which that are to be Borrowing Base Properties having a PV-9 PV-10 (calculated at the time of acquisition) in excess of 510% of the Borrowing Base in effect immediately prior to such acquisition.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 2.16(b) (a “Scheduled Redetermination”), and, subject to Section 2.14(d2.16(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers L/C Issuer and the Lenders on April 1st or about May 1 and October 1st November 1 of each yearyear (or as promptly as possible thereafter), commencing October beginning no earlier than May 1, 20122024. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)time, by notifying the Administrative Agent thereof not more than twice once during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the May 1, 2024 Scheduled Redetermination), and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, mayAgent may at any time, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the May 1, 2024 Scheduled Redetermination), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent)2.16. In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it concurrently acquires Oil and Gas Properties with Proved Developed Producing Reserves which are to be Borrowing Base Properties having a PV-9 PV 10 (calculated at by the time of acquisitionAgent) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on April 1st 30th (or April 1, 2013 with respect to the first Scheduled Redetermination) and October 1st 31st of each yearyear (or as promptly as possible thereafter), commencing October 1, 20122013. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October April 1, 20122013), by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar months, and the Administrative Agent, following the first Scheduled Redetermination date of October April 1, 20122013, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar months, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October April 1, 2012 2013 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 PV-10 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined (i) annually, for any year, if the Annual Scheduled Redetermination Conditions have been satisfied on August 31st of such year (an “Annual Scheduled Redetermination”), or (ii) semi-annually annually, for any year, if the Annual Scheduled Redetermination Conditions have not been satisfied on August 31st of such year or if, notwithstanding clause (i) above, the Borrower elects to redetermine the Borrowing Base on a semi-annual basis by written notice to the Administrative Agent no later than August 31st of such year (a “Semi-Annual Scheduled Redetermination”) (such Semi-Annual Scheduled Redeterminations to continue until the Borrower notifies the Administrative Agent that it wishes to revert to Annual Scheduled Redeterminations as provided in clause (i) above) in accordance with this Section 2.14 2.07 (each, a “Scheduled Redetermination”), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Bank and the Lenders Lenders, in the case of an Annual Scheduled Redetermination, on April 1st 15th of such year, and in the case of a Semi-Annual Scheduled Redetermination, on April 15th and October 1st 15th of each such year, commencing October 1, 2012. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, and the Borrower may elect, by notifying the Administrative Agent of any period acquisition of 12 consecutive calendar monthsOil and Gas Properties by the Borrower or its Restricted Subsidiaries with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks, the Swingline Lenders and the Lenders on April a semi-annual basis on or about March 1st and October September 1st of each yearyear (or, commencing October in each case, such date promptly thereafter as reasonably practicable) beginning on March 1, 20122020 (or to the extent that the Initial Funding Date has not occurred prior to March 1, 2020, such redetermination shall be conducted as soon as practicable following the Initial Funding Date after the Administrative Agent has had a reasonable opportunity to determine the proposed Borrowing Base). In addition, (i)(A) the Borrower may at may, by notifying the Administrative Agent thereof, elect to cause the Borrowing Base to be redetermined once between any time two (including 2) consecutive Scheduled Redeterminations (and once prior to the first Scheduled Redetermination date of October 1, 2012hereunder), by notifying ; and (B) the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar months, and the Administrative Agentmay, following the first Scheduled Redetermination date of October 1, 2012, mayhereunder, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar months, in each case elect to cause the Borrowing Base to be redetermined once between any two (2) consecutive Scheduled Redeterminations and (an “Interim Redetermination”ii) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower maymay elect, by notifying the Administrative Agent thereofof any acquisition or acquisitions (including in connection with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) of Oil and Gas Properties by the Borrower or any other Credit Party with a PV-9 in the aggregate of at least seven and one half percent (7.50%) of the then effective Borrowing Base, at any time to cause the Borrowing Base to be redetermined between two (2) consecutive Scheduled Redeterminations, request additional Interim Redeterminations . Each redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as an “Interim Redetermination” and shall be effectuated in the event it acquires Oil and Gas Properties accordance with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionthis Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on or about April 1st and October 1st of each yearyear (or as promptly as possible thereafter), commencing October on or about April 1, 20122020. In addition, (i) the Borrower may at any time (including prior to the first Scheduled Redetermination date Date of October April 1, 20122020), by notifying the Administrative Agent thereof not more than once during any period between Scheduled Redeterminations and not more than twice during any period of 12 consecutive calendar months, fiscal year; and (ii) the Administrative Agent, following the first Scheduled Redetermination date Date of October April 1, 20122020, maymay at any time, at the written direction of the Required Lenders, by notifying written notice to the Borrower thereof, one time not more than once during any period of 12 consecutive calendar monthsbetween Scheduled Redeterminations and not more than twice during any fiscal year (provided that such limitation shall not apply to any redetermination requested by the Borrower in connection with any Incremental Increase pursuant to Section 2.16), in each case case, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it that a Credit Party acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties with Proved Reserves having a PV-9 value (calculated at the time of acquisition) in excess of 5% five percent (5.0%) of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually semiannually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders on April 1st and October 1st of each year, commencing October 1, 20122017. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 20122017), by notifying the Administrative Agent thereof thereof, not more than twice during any period of 12 consecutive calendar monthsonce between Scheduled Redeterminations, and the Administrative Agent, following at any time (including prior to the first Scheduled Redetermination date of October 1, 20122017), may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthsnot more than once between Scheduled Redeterminations, in each case case, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it the Borrower or any other Credit Party acquires Oil and Gas Properties with Proved Reserves which that are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 510.0% of the Borrowing Base in effect immediately prior to such acquisition.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on April 1st or about May 1 and October 1st November 1 of each yearyear (or as promptly as possible thereafter), commencing October beginning no earlier than May 1, 20122024. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)time, by notifying the Administrative Agent thereof not more than twice once during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the May 1, 2024 Scheduled Redetermination), and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, mayAgent may at any time, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the May 1, 2024 Scheduled Redetermination), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it concurrently acquires Oil and Gas Properties with Proved Developed Producing Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at by the time of acquisitionAdministrative Agent) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on April 1st 30th (or April 1, 2013 with respect to the first Scheduled Redetermination) and October 1st 31st of each yearyear (or as promptly as possible thereafter), commencing October 1, 20122013. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October April 1, 20122013), by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar months, and the Administrative Agent, following the first Scheduled Redetermination date of October April 1, 20122013, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar months, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October April 1, 2012 2013 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 PV-10 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition.. (c)

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuer and the Lenders on April 1st and October May 1st of each year, commencing October May 1, 20122015. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October May 1, 20122015), by notifying the Administrative Agent thereof thereof, not more than twice during between any period two Scheduled Redeterminations (or between the Closing Date and the first Scheduled Redetermination date of 12 consecutive calendar monthsMay 1, 2015) (provided that such limitation shall not apply to any redetermination requested by the Borrower in connection with any Incremental Increase pursuant to Section 2.16), and the Administrative Agent, following the first Scheduled Redetermination date of October May 1, 20122015, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthsnot more than once between Scheduled Redeterminations, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it any Credit Party acquires (in one or more transactions) Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders (x) on or about November 1, 2018 and (y) thereafter on April 1st and October 1st of each yearyear (or as promptly as possible thereafter), commencing October April 1, 20122019. In addition, (i) the Borrower may at any time (including prior to the first Scheduled Redetermination date Date of October November 1, 20122018), by notifying the Administrative Agent thereof not more than once during any period between Scheduled Redeterminations and not more than twice during any period of 12 consecutive calendar months, fiscal year; and (ii) the Administrative Agent, following the first Scheduled Redetermination date Date of October November 1, 2012, 2018 may, at the written direction of the Required Lenders, by notifying written notice to the Borrower thereof, one time not more than once during any period of 12 consecutive calendar monthsbetween Scheduled Redeterminations and not more than twice during any fiscal year (provided that such limitation shall not apply to any redetermination requested by the Borrower in connection with any Incremental Increase pursuant to Section 2.16), in each case case, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it that a Credit Party acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties with Proved Reserves having a PV-9 value (calculated at the time of acquisition) in excess of 5% five percent (5.0%) of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on April 1st or about May 1 and October 1st November 1 of each yearyear (or as promptly as possible thereafter), commencing October beginning no earlier than May 1, 20122023. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)time, by notifying the Administrative Agent thereof not more than twice once during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the May 1, 2023 Scheduled Redetermination), and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, mayAgent may at any time, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the May 1, 2023 Scheduled Redetermination), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it concurrently acquires Oil and Gas Properties with Proved Developed Producing Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at by the time of acquisitionAdministrative Agent) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 2.07 (a “"Scheduled Redetermination”"), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative AgentAgents, the Letter of Credit Issuers Issuing Bank and the Lenders on April 1st and October 1st of each year, commencing October provided that the first such Scheduled Redetermination shall occur on December 1, 2011 but then shall continue with the next such Scheduled Redetermination date on April 1, 2012. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof thereof, not more than twice two (2) times during any period of 12 consecutive calendar months12-month period, and the Administrative Agent, following Agent may at any time but not more than two (2) times during any 12-month period by notifying the first Scheduled Redetermination date of October 1, 2012, mayBorrower thereof, at the direction of the Required Determining Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar months, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “"Interim Redetermination”") in accordance with this Section 2.14; 2.07. In addition to the two times during any 12-month period provided that in the Required Lenders may direct preceding sentence, the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent Borrower thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations elect to cause a redetermination of the Borrowing Base in any time (i) a prepayment made by the event it acquires Oil and Gas Properties with Proved Reserves which are Borrower pursuant to be Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base Properties having a PV-9 (calculated then existing at the time of acquisitionprepayment, and (ii) any Swap Agreement which has been taken into account in excess of 5% of connection with the then current Borrowing Base is closed out and the Swap Termination Value determined in effect immediately prior to accordance therewith exceeds five percent (5%) of such acquisitionBorrowing Base.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on April 1st and October 1st of each year, commencing October April 1, 20122015, or such later time as the Borrower may agree upon request of the Administrative Agent or the Majority Lenders may agree upon the request of the Borrower. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time two times during any 12-month period (occurring after the first Scheduled Redetermination in the case of 12 consecutive calendar monthsthe Administrative Agent), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (together with any Interim Acquisition Redetermination, an “Interim Redetermination”) in accordance with this Section 2.14; provided 2.07 (it is understood, for avoidance of doubt, that any adjustment to the Borrowing Base by the Required Lenders may direct the Administrative Agent to initiate in accordance with Paragraph 3 of Schedule 8.18 shall not constitute an Interim Redetermination prior to Redetermination); provided that, in connection with an Interim Acquisition Redetermination, the first Scheduled Redetermination of October 1Borrower, 2012 may, as set forth in the event that definition of Reserve Report, elect only to provide a Reserve Report in respect of the Hedging Condition is not satisfied acquired properties (in which case, such Interim Redetermination case the most recent Reserve Report shall not count against be used for the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agentexisting Borrowing Base Properties). In addition to, and not including and/or limited by the annual two Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at two times during any time between Scheduled Redeterminations12-month period, request additional Interim Redeterminations of the Borrowing Base in the event that it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having consummates a PV-9 Material Acquisition (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionan “Interim Acquisition Redetermination”).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d). The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (each a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Bank and the Revolving Credit Lenders on or about May 1 (with respect to the Reserve Report delivered no later than April 1st 1) and on or about November 1 (with respect to the Reserve Report delivered no later than October 1st 1) of each year, year commencing October on or about May 1, 20122023. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Revolving Credit Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthstwo times per year, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (each an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it the Borrower or any Restricted Subsidiary acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 total value of the proved Oil and Gas Properties (calculated at the time of acquisition) in excess of 55.0% of the Borrowing Base in effect immediately prior to such acquisitionacquisition (as determined by the Administrative Agent); provided that, for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by the Borrower of Oil and Gas Properties with Proved Reserves.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.06, and, subject to Section 2.06(d) (each a “Scheduled Redetermination”). The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”)annually, and, subject to Section 2.14(d), such redetermined Borrowing Base and shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Bank and the Revolving Credit Lenders on May 1 (with respect to the Reserve Report delivered on April 1st 1 and the NPI Report delivered April 15) and November 1 (with respect to the Reserve Report delivered on October 1st 1 and the NPI Report delivered on October 15) of each year, commencing October 1, 2012. In addition, the (i) Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Majority Revolving Credit Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthstwo times per year, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Subsidiaries with a purchase price in the aggregate of at least ten percent (10%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations in accordance with this Section 2.06 (each redetermination under clause (i) or (ii) of this sentence, an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 and (iii) in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against NPI Deficit Balance listed on the first such Interim Redetermination otherwise permitted most recent NPI Report delivered to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereofhas decreased by an amount greater than ten percent (10%) of the NPI Deficit Balance used in the calculation of the last Scheduled Redetermination or Interim Redetermination (whichever was last), at any time between Scheduled Redeterminations, request additional Interim Redeterminations the NPI Deficit Balance component of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to shall be Borrowing Base Properties having a PV-9 reduced by seventy-five percent (calculated at the time 75%) of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitiondecrease automatically.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined (i) annually, for any calendar year, commencing with calendar year 2021, if the Annual Scheduled Redetermination Conditions have been satisfied on August 31st of such year (an “Annual Scheduled Redetermination”), or (ii) semi-annually (A) during calendar year 2020 and (B) for any year (other than calendar year 2020), if the Annual Scheduled Redetermination Conditions have not been satisfied on August 31st of such year or if, notwithstanding clause (i) above, the Borrower elects to redetermine the Borrowing Base on a semi-annual basis by written notice to the Administrative Agent no later than August 31st of such year (a “Semi-Annual Scheduled Redetermination”) (such Semi-Annual Scheduled Redeterminations to continue until the Borrower notifies the Administrative Agent that it wishes to revert to Annual Scheduled Redeterminations as provided in clause (i) above) in accordance with this Section 2.14 2.07 (each, a “Scheduled Redetermination”), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Bank and the Lenders Lenders, in the case of an Annual Scheduled Redetermination, on April 1st 15th of such year, and in the case of a Semi-Annual Scheduled Redetermination, on April 15th and October 1st 15th of each such year, commencing October 1, 2012. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, and the Borrower may elect, by notifying the Administrative Agent of any period acquisition of 12 consecutive calendar monthsOil and Gas Properties by the Borrower or its Restricted Subsidiaries with a purchase price in the aggregate of at least five percent (5%) of the then effective Borrowing Base, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined (i) annually if as of the most recent quarter for which financial statements are available immediately prior to September 30th of any year, the ratio of Total Debt to EBITDAX as determined in accordance with Section 9.01(a) is 3.0 to 1.0 or less and (ii) semi-annually if the ratio of Total Debt to EBITDAX as determined in accordance with Section 9.01(a) is greater than 3.0 to 1.0, or, notwithstanding clause (i), if the Borrower elects semi-annual redetermination for such year by written notice to the Administrative Agent no later than September 30th of any year (such semi-annual redeterminations to continue until the Borrower notifies the Lender it wishes to revert to annual redeterminations as provided in clause (i)), each in accordance with this Section 2.14 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative AgentAgents, the Letter of Credit Issuers Issuing Bank and the Lenders on April 1st and October May 1st of each year, commencing October year beginning May 1, 201220182019 for any annual redetermination and on May 1st and November 1st of each year for any semi-annual redetermination. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Majority Lenders, by notifying the Borrower thereof, one time two times during any period of 12 consecutive calendar monthstwelve month period, in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this 2.07.63 62 Section 2.14(b2.07(a) amended by the Administrative Agent)First Amendment. In addition to, 63 Section 2.07(b) amended by Second and not including and/or limited by the annual Interim Redetermination allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionFifth Amendments.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on April 1st or about May 1 and October 1st November 1 of each yearyear (or as promptly as possible thereafter), commencing October beginning no earlier than November 1, 20122020. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)time, by notifying the Administrative Agent thereof not more than twice once during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the November 1, 2020 Scheduled Redetermination), and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, mayAgent may at any time, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the November 1, 2020 Scheduled Redetermination), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it concurrently acquires Oil and Gas Properties with Proved Developed Producing Reserves which are to be Borrowing Base Properties having a PV-9 PV-8 (calculated at by the time of acquisitionAdministrative Agent) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on April 1st and October 1st of each year, commencing October year (or as promptly as possible thereafter); provided that the first Scheduled Redetermination shall occur no earlier than November 1, 20122018. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012date), by notifying the Administrative Agent thereof not more than twice during any period of 12 twelve (12) consecutive calendar months, and the Administrative Agent, following the first Scheduled Redetermination date of October on or about November 1, 20122018, may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 twelve (12) consecutive calendar monthsmonths (provided that such limitation shall not apply to any redetermination requested by the Borrower in connection with any Incremental Increase pursuant to Section 2.16), in each case case, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 55.0% of the Borrowing Base in effect immediately prior to such acquisition; provided that for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by the Borrower of Oil and Gas Properties with Proved Reserves.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.14(d2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on or about April 1st and October 1st of each year, commencing October on the earlier of the first anniversary of the Closing Date and April 1, 20122021 (or such later date as determined by the Administrative Agent), or such later time as the Borrower may agree upon request of the Administrative Agent or the Majority Lenders may agree upon the request of the Borrower. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)may, by notifying the Administrative Agent thereof not more than twice during any period of 12 consecutive calendar monthsthereof, and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time two times during any twelve (12) month period (occurring after the first Scheduled Redetermination in the case of 12 consecutive calendar monthsthe Administrative Agent), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (together with any Interim Acquisition Redetermination, an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent)2.07. In addition to, and not including and/or limited by the annual two Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it acquires Oil and Gas Properties with Proved Reserves which are of a Material Acquisition (each, an “Interim Acquisition Redetermination”); provided that, notwithstanding the foregoing, no Interim Redetermination shall be permitted to be Borrowing Base Properties having a PV-9 (calculated at requested by either the time of acquisition) in excess of 5% of Borrower or the Borrowing Base in effect immediately Administrative Agent prior to such acquisitionthe Initial Redetermination Completion Date.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuing Banks and the Lenders on or about April 1st 1 and October 1st 1 of each yearyear (or as promptly as possible thereafter), commencing October beginning no earlier than April 1, 20122020. In addition, the Borrower may at any time (including prior to the first Scheduled Redetermination date of October 1, 2012)time, by notifying the Administrative Agent thereof not more than twice once during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the April 1, 2020 Scheduled Redetermination), and the Administrative Agent, following the first Scheduled Redetermination date of October 1, 2012, mayAgent may at any time, at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 between consecutive calendar monthsScheduled Redeterminations (or not more than once during the period between the Closing Date and the April 1, 2020 Scheduled Redetermination), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it concurrently acquires Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 PV-10 (calculated at by the time Administrative Agent, it being understood that the value of acquisitionany Proved Reserves that are not Proved Developed Producing Reserves shall be subject to the Administrative Agent’s normal and customary adjustments for the purpose of calculating the PV-10 thereof) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisitionacquisition (and for purposes of the foregoing, the designation of an Unrestricted Subsidiary owning Oil and Gas Properties with Proved Reserves as a Restricted Subsidiary shall be deemed to constitute an acquisition by a Credit Party of Oil and Gas Properties with Proved Reserves).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Letter of Credit Issuers Issuer and the Lenders on April May 1st and October November 1st of each yearyear (or, in each case, such date reasonably practicable thereafter), commencing October 1, 2012on the First Scheduled Redetermination Date. In addition, (i) the Borrower may at any time (including prior to the first First Scheduled Redetermination date of October 1, 2012Date), by notifying the Administrative Agent thereof thereof, not more than twice during any period of 12 consecutive calendar monthsonce between Scheduled Redeterminations (or between the Closing Date and the First Scheduled Redetermination Date), and (ii) the Administrative Agent, following may at any time (including prior to the first First Scheduled Redetermination date of October 1, 2012, mayDate), at the direction of the Required Lenders, by notifying the Borrower thereof, one time during any period of 12 consecutive calendar monthsnot more than once between Scheduled Redeterminations (or between the Closing Date and the First Scheduled Redetermination Date), in each case elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (or between the Closing Date and the First Scheduled Redetermination Date) (each, an “Interim Redetermination”) in accordance with this Section 2.14; provided that the Required Lenders may direct the Administrative Agent to initiate an Interim Redetermination prior to the first Scheduled Redetermination of October 1, 2012 in the event that the Hedging Condition is not satisfied (in which case, such Interim Redetermination shall not count against the first such Interim Redetermination otherwise permitted to be initiated pursuant to this Section 2.14(b) by the Administrative Agent). In addition to, and not including and/or limited by the annual Interim Redetermination Redeterminations allowed above, the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Redeterminations, request additional Interim Redeterminations of the Borrowing Base in the event it any Credit Party acquires (in one or more transactions) Oil and Gas Properties with Proved Reserves which are to be Borrowing Base Properties having a PV-9 (calculated at the time of acquisition) in excess of 5% five percent (5.0%) of the Borrowing Base in effect immediately prior to such acquisition. In addition, the Borrowing Base shall be redetermined or adjusted from time to time pursuant to Section 2.14(e), Section 2.14(f), Section 2.14(g) and Section 9.14(c).