Common use of Scheduled and Interim Redeterminations Clause in Contracts

Scheduled and Interim Redeterminations. During a Borrowing Base Period, 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: July 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter In addition, (i) the Borrower may elect to cause, by notifying the Administrative Agent thereof, and the Administrative Agent shall cause, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the 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 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. 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 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the 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 2.07 (each such redeterminationeach, a “Scheduled Redetermination”) based ), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders on or about April 1, 2021 (in the Reserve Reports prepared as case of the following dates: July April 2021 Redetermination), October 1, 2017 2021 (in the case of the October 2021 Redetermination), and on or about May 1 and November 1 of each July 1 thereafter January year, commencing May 1, 2018 and each January 1 thereafter 2022. In addition, (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall cause, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shallmay, at the election and direction of the Majority 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 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 any other Credit Party 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 redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as Redeterminations (each, an “Interim Redetermination” and shall be effectuated ”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the Borrowing Base shall be redetermined periodically on each Scheduled Redetermination Date in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”) based ), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on the Reserve Reports prepared as of the following dates: July 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter Scheduled Redetermination Effective Date. In addition, during a Borrowing Base Period, (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between any two successive Scheduled Redeterminations, the Borrowing Base each elect to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the Majority Lenders, by notifying the Borrower thereof, cause the Borrowing Base to be redetermined between Scheduled RedeterminationsRedeterminations in accordance with this Section 2.07, and (iiiii) the Borrower may elect, in addition to any such elections permitted to be made by it pursuant to the foregoing clause (i), 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 the aggregate of at least five percent (5%) of the then effective Borrowing BaseMaterial Acquisition, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations. Each redetermination Redeterminations and (iii) automatically, upon the commencement of any Borrowing Base Period after the Effective Date, the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as shall be redetermined, (each such redetermination described in clause (i), clause (ii) and clause (iii) being an “Interim Redetermination” and shall be effectuated ”), in each case, in accordance with this Section 2.07. For the purposes of this Agreement, the determination of the Borrowing Base on the Effective Date provided for herein shall be deemed and considered to be a Scheduled Redetermination.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the 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: July 1, 2017 2012 October 1, 2012 January 1, 2013 April 1, 2013 July 1, 2013 and each July 1 thereafter January 1, 2018 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, (i) commencing October 1, 2013 and continuing thereafter, the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base each elect to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the Majority Lenders, by notifying the Borrower thereof, cause the Borrowing Base to be redetermined (an “Interim Redetermination”) 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 its Subsidiaries with a purchase price in the aggregate of at least five the greater of (i) $5,000,000 and (ii) ten percent (510%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations. Each redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as (also an “Interim Redetermination” and shall be effectuated ”) between Scheduled Redeterminations in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the 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: July 1, 2017 2014 and each July 1 thereafter January 1, 2018 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, (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base each elect to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the Majority Lenders, by notifying the Borrower thereof, cause the Borrowing Base to be redetermined (an “Interim Redetermination”) 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 its Restricted Subsidiaries with a purchase price in the aggregate of at least five the greater of (i) $12,500,000 and (ii) ten percent (510%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations. Each redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as (also an “Interim Redetermination” and shall be effectuated ”) between Scheduled Redeterminations in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “"Scheduled Redetermination”) based "), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on April 1st and October 1st of each year, provided that the Reserve Reports prepared as of the following dates: July first such Scheduled Redetermination shall occur on December 1, 2017 and each July 1 thereafter January 2011 but then shall continue with the next such Scheduled Redetermination date on April 1, 2018 and each January 1 thereafter 2012. In addition, (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, not more than two (2) times during any 12-month period, and the Administrative Agent shall cause, may at the election and direction of the Required Lenders, any time but not more than two (2) times during any 12-month period by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the Majority Determining 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 the aggregate of at least five percent (5%) of the then effective Borrowing Base, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations. Each redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as Redeterminations (an “"Interim Redetermination” and shall be effectuated ") in accordance with this Section 2.07. In addition to the two times during any 12-month period provided in the preceding sentence, the Administrative Agent may, by notifying the Borrower thereof, elect to cause a redetermination of the Borrowing Base any time (i) a prepayment made by the Borrower pursuant to Section 3.04(c)(iv) exceeds five percent (5%) of the Borrowing Base then existing at the time of prepayment, and (ii) any Swap Agreement which has been taken into account in connection with the then current Borrowing Base is closed out and the Swap Termination Value determined in accordance therewith exceeds five percent (5%) of such Borrowing Base.

Scheduled and Interim Redeterminations. 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 ), and shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Revolving Credit Lenders on or about May 1 (with respect to the Reserve Reports prepared as Report delivered on April 1) and on or about November 1 (with respect to the Reserve Report delivered on October 1) of the following dates: July each year commencing on or about May 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter 2022. In addition, during a Borrowing Base Period (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the Majority Lenders, by notifying the Borrower thereof, up to two times per year, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, Redeterminations and (iiiii) 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 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. Each redetermination Redeterminations and (iii) automatically, upon the commencement of any Borrowing Base Period after the Effective Date, the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as an “Interim Redetermination” and shall be effectuated redetermined, in each case, in accordance with this Section 2.072.06 (each redetermination under clause (i), (ii) or (iii) of this sentence, an “Interim Redetermination”).

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the Borrowing Base shall be redetermined periodically on each Scheduled Redetermination Date in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”) based ), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on the Reserve Reports prepared as of the following dates: July 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter Scheduled Redetermination Effective Date. In addition, during a Borrowing Base Period, (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between any two successive Scheduled Redeterminations, the Borrowing Base each elect to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the Majority Lenders, by notifying the Borrower thereof, cause the Borrowing Base to be redetermined between Scheduled RedeterminationsRedeterminations in accordance with this Section 2.07, and (iiiii) the Borrower may elect, in addition to any such elections permitted to be made by it pursuant to the foregoing clause (i), 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 the aggregate of at least five percent (5%) of the then effective Borrowing BaseMaterial Acquisition, to cause the Borrowing Base to be redetermined between Scheduled Redeterminations. Each redetermination Redeterminations and (iii) automatically, upon the commencement of any Borrowing Base Period after the Effective Date, the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as shall be redetermined, (each such redetermination described in clause (i), clause (ii) and clause (iii) being an “Interim Redetermination” and shall be effectuated ”), in each case, in accordance with this Section 2.07.this

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the The Borrowing Base shall be redetermined on a semi-annual basis, in each case in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”) based ). Subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on the Reserve Reports prepared first Business Day of May and November of each year (commencing with the first Scheduled Redetermination anticipated to occur on the first Business Day of November 2018), as of the following dates: July 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter applicable. In addition, (i) the Borrower may elect to causemay, by notifying the Administrative Agent in writing thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrower in writing thereof, one time in between (i) the Effective Date and the initial Scheduled Redetermination and (ii) subsequent Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the 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 the aggregate of at least five percent (5%) of the then effective Borrowing Base, each elect to cause the Borrowing Base to be redetermined between Scheduled RedeterminationsRedeterminations (a “Standard Interim Redetermination”) in accordance with this Section 2.07. Each redetermination Further, the Borrower may, upon an acquisition in which the Loan Parties acquire Hydrocarbon Interests with a purchase price that is greater than (i) 5% of the then-current Borrowing Base or (ii) $10,000,000, by notifying the Administrative Agent in writing thereof within thirty (30) Business Days following such acquisition, elect to cause the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as be redetermined between Scheduled Redeterminations (an “Acquisition Interim Redetermination” and shall be effectuated ”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the (i) The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”) ), and, subject to Section 2.07(e), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on May 1st (or such date promptly thereafter as reasonably practicable based on the Reserve Reports prepared engineering and other information available to the Lenders) and November 1st (or such date promptly thereafter as reasonably practicable based on the engineering and other information available to the Lenders) of the following dates: July each year, commencing May 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter In addition, 2007. (iii) the Borrower may elect to cause, by notifying the The Administrative Agent thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrowers (or the Borrower Representative) thereof, one time between Scheduled Redeterminationsduring any six-month period, elect to cause the Borrowing Base and the Conforming Borrowing Base to be redetermined between Scheduled RedeterminationsRedeterminations in accordance with this Section 2.07. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT (iiiii) upon any Additional Interim Redetermination EventThe Borrowers may, the Administrative Agent shall, at the election and direction of the Majority Lenders, by notifying the Borrower thereof, cause the Borrowing Base to be redetermined not more than once 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 the aggregate of at least five percent (5%) of the then effective Borrowing Base, elect to cause have the Borrowing Base to be redetermined between Scheduled Redeterminations. Each redetermination of and the Conforming Borrowing Base pursuant to the immediately preceding sentence is referred to herein as an “Interim Redetermination” and shall be effectuated redetermined in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the 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 ), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders on or about October 1, 2023 (in the Reserve Reports prepared as case of the following dates: July October 2023 Redetermination), and on or about May 1 and November 1 of each year, commencing May 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter 2024. In addition, (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall cause, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shallmay, at the election and direction of the Majority 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 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 any other Credit Party 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 redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as Redeterminations (each, an “Interim Redetermination” and shall be effectuated ”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, 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: July 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter 41 In addition, (i) the Borrower may elect to cause, by notifying the Administrative Agent thereof, and the Administrative Agent shall cause, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the 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 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. 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 2.07.

Scheduled and Interim Redeterminations. During a The Borrowing Base Periodshall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Agents, the Issuing Bank and the Lenders on or about May 1 and November 1 of each year, provided that the first Scheduled Redetermination shall become effective on or about February 1, 2021 (and thereafter, semi-annually beginning on May 1, 2021). For the avoidance of doubt, there shall be no Scheduled Redetermination and no Interim Redetermination prior to February 1, 2021. If the Term Loan is prepaid in full in cash prior to the first anniversary of the Closing Date in accordance with the terms of this Agreement, the Borrower may by notifying the Administrative Agent within 30 days of the full prepayment of the Term Loan, elect to cause the Borrowing Base shall to be redetermined in accordance with this Section 2.07 (each such redetermination, a “Scheduled Conditional Interim Redetermination”) based on the Reserve Reports prepared as of the following dates: July 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter ). In addition, (i) at any time following the first Scheduled Redetermination to become effective on or about February 1, 2021, the Borrower may elect to causemay, by notifying the Administrative Agent thereof, one time during any 12-month period, and the Administrative Agent shall causemay, one time during any 12-month period, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the 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 the aggregate of at least five percent (5%) of the then effective Borrowing Base, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations. Each redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as Redeterminations (an “Annual Interim Redetermination,” and together with a Conditional Interim Redetermination, an “Interim Redetermination” and shall be effectuated ”) in accordance with this Section 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the 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: : January 1, 2017 and each January 1 thereafter July 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter In addition, (i) the Borrower may elect to cause, by notifying the Administrative Agent thereof, and the Administrative Agent shall cause, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the 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 the aggregate of at least five the greater of (A) $12,500,000 and (B) ten percent (510%) of the then effective Borrowing Base, to cause the Borrowing Base to be redetermined between Scheduled 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 2.07.

Scheduled and Interim Redeterminations. During a Borrowing Base Period, the The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (each such redetermination, a “Scheduled Redetermination”) based ), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on the Reserve Reports prepared as February 1st and August 1st of the following dates: July 1each year, 2017 and each July 1 thereafter January 1commencing August, 2018 and each January 1 thereafter 2014. In addition, (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between each Scheduled RedeterminationsRedetermination, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the 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 the aggregate of at least five percent (5%) of the then effective Borrowing Base, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations. Each redetermination of the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as Redeterminations (an “Interim Redetermination” and shall be effectuated ”) in accordance with this Section 2.07; provided, however, that the Administrative Agent may, in its sole discretion, elect to cause an Interim Redetermination (which Interim Redetermination shall be in addition to the one Interim Redetermination which may be elected by the Required Lenders) at any time the Administrative Agent determines that there has been a change in the economic terms of any Debt permitted by Section 9.02(g) which would result in an increase in (A) the interest rate or yield provisions of such Debt or (B) a commitment, facility, utilization, upfront, original issue discount or similar fee with respect to such Debt such that the aggregate interest rate and fees exceed by more than 200 basis points the rate that is in effect on the Effective Date (including any increases as a result of additional interest, interest that is paid-in-kind, original issue discount, and any increases in interest rate floors, but excluding increases resulting from (1) the application of a pricing grid set forth in the applicable documentation as in effect on the Effective Date or (2) the accrual of interest at the default rate as in effect on the Effective Date).

Scheduled and Interim Redeterminations. 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 ), and shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders on or about May 1 (with respect to the Reserve Reports prepared as Report delivered on April 1) and on or about November 1 (with respect to the Reserve Report delivered on October 1) of the following dates: July each year commencing on or about May 1, 2017 and each July 1 thereafter January 1, 2018 and each January 1 thereafter 2022. In addition, during a Borrowing Base Period (i) the Borrower may elect to causemay, by notifying the Administrative Agent thereof, and the Administrative Agent shall causemay, at the election and direction of the Required Lenders, by notifying the Borrower thereof, one time between Scheduled Redeterminations, the Borrowing Base to be redetermined between Scheduled Redeterminations, (ii) upon any Additional Interim Redetermination Event, the Administrative Agent shall, at the election and direction of the Majority Lenders, by notifying the Borrower thereof, up to two times per year, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations, Redeterminations and (iiiii) 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 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. Each redetermination Redeterminations and (iii) automatically, upon the commencement of any Borrowing Base Period after the Effective Date, the Borrowing Base pursuant to the immediately preceding sentence is referred to herein as an “Interim Redetermination” and shall be effectuated redetermined, in each case, in accordance with this Section 2.072.06 (each redetermination under clause (i), (ii) or (iii) of this sentence, an “Interim Redetermination”).