Common use of Scheduled and Interim Redeterminations Clause in Contracts

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders one month after delivery of the applicable Reserve Report. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminations, and 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 the greater of (i) $12,500,000 and (ii) ten percent (10%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined (also an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined (i) on December 1, 2019 and (ii) thereafter, semi-annually, in each case in accordance with this Section 2.07 (each such scheduled redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders one month after delivery (i) on December 1, 2019 and (ii) thereafter, on May 1st and November 1st of the applicable Reserve Reporteach year, commencing May 1, 2020. In addition, (A) the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) two times between any two successive Scheduled RedeterminationsRedeterminations in accordance with this Section 2.07, and (B) the Borrower may elect, in 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 its any Restricted Subsidiaries Subsidiary with a purchase price in the aggregate of at least the greater of (i) $12,500,000 and (ii) ten percent (10%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (also each such redetermination described in clauses (A) and (B) being an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The During a Borrowing Base Period, the Borrowing Base shall be redetermined as provided in accordance with this Section 2.07 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually (each such redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank Banks and the Revolving Credit Lenders one month after delivery on or about May 1 (with respect to the Reserve Report delivered on April 1) and on or about November 1 (with respect to the Reserve Report delivered on October 1) of the applicable Reserve Reporteach year commencing on or about May 1, 2022. In addition, during a Borrowing Base Period (i) the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Majority Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminationsup to two times per year, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminations, Redeterminations and (ii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Restricted Subsidiaries any Credit Party with a purchase price in the aggregate of at least the greater of (i) $12,500,000 and (ii) ten five percent (105%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations and (also iii) automatically, upon the commencement of any Borrowing Base Period after the Effective Date, the Borrowing Base shall be redetermined, in each case, in accordance with this Section 2.06 (each redetermination under clause (i), (ii) or (iii) of this sentence, an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.07 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually (each such redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank Banks and the Revolving Credit Lenders one month after delivery (x) on or about April 1, 2022 and (y) commencing November 1, 2022, on or about May 1 of each year (with respect to the applicable Reserve ReportReport required to be delivered on April 1) and on or about November 1 of each year (with respect to the Reserve Report required to be delivered on October 1). In addition, the (i) Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Majority Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminationstwo times per year, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminations, Redeterminations and (ii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Restricted Subsidiaries any Credit Party with a purchase price in the aggregate of at least the greater of (i) $12,500,000 and (ii) ten five percent (105%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined (also an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.072.06 (each redetermination under clause (i) or (ii) of this sentence, an “Interim Redetermination”).

Scheduled and Interim Redeterminations. The During a Borrowing Base Period, the Borrowing Base shall be redetermined as provided in accordance with this Section 2.07 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually (each such redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank Banks and the Revolving Credit Lenders one month after delivery (x) on or about April 1, 2022 and (y) commencing November 1, 2022, on or about May 1 of each year (with respect to the applicable Reserve ReportReport required to be delivered on April 1) and on or about November 1 of each year (with respect to the Reserve Report required to be delivered on October 1). In addition, during a Borrowing Base Period, (i) the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Majority Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminationstwo times per year, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminations, Redeterminations and (ii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Restricted Subsidiaries any Credit Party with a purchase price in the aggregate of at least the greater of (i) $12,500,000 and (ii) ten five percent (105%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined (also an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07.2.06 and (iii) automatically, upon the commencement of any Borrowing Base Period after the Effective Date, the Borrowing Base shall be redetermined (each redetermination under clauses (i), (ii) or (iii) of this sentence, an “Interim Redetermination”). (c)

Scheduled and Interim Redeterminations. The During a Borrowing Base Period, the Borrowing Base shall be redetermined as provided in accordance with this Section 2.07 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually (each such redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank Banks and the Lenders one month after delivery on or about May 1 (with respect to the Reserve Report delivered on April 1) and on or about November 1 (with respect to the Reserve Report delivered on October 1) of the applicable Reserve Reporteach year commencing on or about May 1, 2022. In addition, during a Borrowing Base Period (i) the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Majority Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminationsup to two times per year, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminations, Redeterminations and (ii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Restricted Subsidiaries any Credit Party with a purchase price in the aggregate of at least the greater of (i) $12,500,000 and (ii) ten five percent (105%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations and (also iii) automatically, upon the commencement of any Borrowing Base Period after the Effective Date, the Borrowing Base shall be redetermined, in each case, in accordance with this Section 2.06 (each redetermination under clause (i), (ii) or (iii) of this sentence, an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07).

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined on or about October 1, 2023 (the “October 2023 Redetermination”) and, thereafter, semi-annually in accordance with this Section 2.07 (each such redeterminationeach, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank Banks and the Lenders one month after delivery on or about October 1, 2023 (in the case of the applicable Reserve ReportOctober 2023 Redetermination), and on or about May 1 and November 1 of each year, commencing May 1, 2024. In addition, (i) the Borrower may, by notifying the Administrative Agent thereof, and one time between Scheduled Redeterminations, 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, one time between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminationsredetermined, 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 the greater of (i) $12,500,000 and (ii) ten five percent (105%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined prior to the initial Scheduled Redetermination or between Scheduled Redeterminations (also each, an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined as provided in accordance with this Section 2.07 2.06, and, subject to Section 2.06(d), the Borrowing Base shall be redetermined semi-annually (each such redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank Banks and the Revolving Credit Lenders one month after delivery (x) on or about April 1, 2022 and (y) commencing November 1, 2022, on or about May 1 of each year (with respect to the applicable Reserve ReportReport required to be delivered on April 1) and on or about November 1 of each year (with respect to the Reserve Report required to be delivered on October 1). In addition, the (i) Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Majority Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminationstwo times per year, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminations, Redeterminations and (ii) the Borrower may elect, by notifying the Administrative Agent of any acquisition of Oil and Gas Properties by the Borrower or its Restricted Subsidiaries any Credit Party with a purchase price in the aggregate of at least the greater of (i) $12,500,000 and (ii) ten five percent (105%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined (also an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.072.06 (each redetermination under clause (i) or (ii) of this sentence, an “Interim Redetermination”). Notwithstanding anything to the contrary in this Section 2.06(b), the first Scheduled Redetermination to occur after the Fourth Amendment Effective Date shall occur on or about May 1, 2024.

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”)) on the Initial Redetermination Date based upon the Initial Reserve Report, and thereafter based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 2014 and each July 1 thereafter January 1, 2014 2015 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders one month after delivery of the applicable Reserve Report. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminations, and 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 the greater of (i) $12,500,000 and (ii) ten percent (10%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined (also an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07.

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 2.07 (each such redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative AgentAgents, the Issuing Bank and the Lenders one month after delivery on May 1st of the applicable Reserve Reporteach year beginning May 1, 2018 for any annual redetermination and on May 1st and November 1st of each year for any semi-annual redetermination. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Majority Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminationstwo times during any twelve month period, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) between Scheduled Redeterminations, and 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 the greater of (i) $12,500,000 and (ii) ten percent (10%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined (also an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07.”

Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”), based on the Reserve Reports prepared as of the following dates: May 15July 1, 2012 October 1, 2012 January 1, 2013 April 1, 2013 July 1, 2013 and each July 1 thereafter January 1, 2014 and each January 1 thereafter The Borrower will furnish such Reserve Reports as required under Section 8.12 and, subject to Section 2.07(d), each such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders one month after delivery of the applicable Reserve Report. In addition, commencing October 1, 2013 and continuing thereafter, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) between Scheduled Redeterminations, and 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 the greater of (i) $12,500,000 5,000,000 and (ii) ten percent (10%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined (also an “Interim Redetermination”) between Scheduled Redeterminations in accordance with this Section 2.07.