Common use of Borrowing Base Deficiency Clause in Contracts

Borrowing Base Deficiency. (i) If a Borrowing Base Deficiency exists (other than as a result of Section 2.8(f) or Section 2.8(g)), then Administrative Agent shall send a Borrowing Base Deficiency Notice to Borrower, and Borrower shall within 30 days following receipt of such Borrowing Base Deficiency Notice elect whether to (A) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders to the amount of the Borrowing Base, (B) execute one or more Mortgages (or cause another Loan Party to execute one or more Mortgages) covering such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to Administrative Agent and the Required Lenders having present values which, in the opinion of Administrative Agent and the Required Lenders, based upon Administrative Agent’s and the Required Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit Lenders, or (C) do any combination of the foregoing as is acceptable to Administrative Agent. If ▇▇▇▇▇▇▇▇ fails to make an election within 30 days after ▇▇▇▇▇▇▇▇’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (A) above. (ii) Borrower shall deliver such prepayments or Mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(i) as follows:

Borrowing Base Deficiency. (i) If If, at any time, a Borrowing Base Deficiency exists (other than as a result of Section 2.8(f) or Section 2.8(g))exists, then Administrative Agent shall send a give notice to Borrower of such Borrowing Base Deficiency Notice to Borrower(such notice, a “Borrowing Base Deficiency Notice”), and Borrower shall within 30 15 days following receipt of such Borrowing Base Deficiency Notice elect whether to (A) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders Exposures to the amount of the Borrowing Base, (B) execute one or more Mortgages (or cause another Loan Party to execute one or more Mortgages) covering mortgage such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent and the Required Lenders having present values Recognized Values which, in the opinion of Administrative Agent and the Required Lenders, based upon Administrative Agent’s and the Required Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit LendersExposures, or (C) do any combination of the foregoing as is acceptable to Administrative AgentAgent such that the Borrowing Base is an amount at least equal to the total Revolving Credit Exposure. If ▇▇▇▇▇▇▇▇ Borrower fails to make an election within 30 15 days after ▇▇▇▇▇▇▇▇Borrower’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (A) above. (ii) Borrower shall deliver such prepayments or Mortgages mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(iclause (f)(i) above as follows:

Borrowing Base Deficiency. (i) If a Borrowing Base Deficiency exists (other than as a result of Section 2.8(f) or Section 2.8(g)), then Administrative Agent shall send a Borrowing Base Deficiency Notice to Borrower, and Borrower shall within 30 days following receipt of such Borrowing Base Deficiency Notice elect whether to (A) prepay (as set forth in clause (e)(ii)(A) below) an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders to the amount of the Borrowing Base, (B) execute one or more Mortgages (or cause another Loan Party to execute one or more Mortgages) covering such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to Administrative Agent and the Required Lenders having present values which, in the opinion of Administrative Agent and the Required Lenders, based upon Administrative Agent’s and the Required Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit Lenders, or (C) do any combination of the foregoing as is acceptable to Administrative Agent. If ▇▇▇▇▇▇▇▇ fails to make an election within 30 days after ▇▇▇▇▇▇▇▇’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (A) above. (ii) Borrower shall deliver such prepayments or Mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(i) as follows:

Borrowing Base Deficiency. (ia) If a If, at any time, the aggregate Outstanding Amount of Revolving Loans and L/C Obligations exceed the amount of the Borrowing Base Deficiency exists then in effect (other than as a result “Borrowing Base Deficiency”) because of a periodic or special determination made pursuant to Section 2.8(f) 4.02 or Section 2.8(g)4.03 hereof (or a periodic or special redetermination combined with the Monthly Reduction Amount), then Administrative Agent shall send notify Borrower of the same (a “Borrowing Base Deficiency Notice to BorrowerNotice”), and Borrower shall within 30 days following receipt of such Borrowing Base Deficiency Notice elect whether to (Ai) prepay an amount which would, if prepaid immediately, reduce the total aggregate Outstanding Amount of Revolving Credit Exposure of the Revolving Credit Lenders Loans and L/C Obligations to the amount of the Borrowing Base, (Bii) execute one or more Mortgages mortgage (or cause another Loan Party a Guarantor to execute one or more Mortgages) covering mortgage such other Oil oil and Gas Properties not previously taken into account in the determination of the Borrowing Base gas properties as are acceptable to the Required Lenders), pursuant to Collateral Documents acceptable to Administrative Agent and the Required Lenders having present values which, in the opinion of Administrative Agent and the Required Lenders, based upon Administrative Agent’s and the Required Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total aggregate Outstanding Amount of Revolving Credit Exposure of the Revolving Credit LendersLoans and L/C Obligations, or (Ciii) do any combination of the foregoing as is acceptable to Administrative Agent. If ▇▇▇▇▇▇▇▇ Borrower fails to make an election within 30 days after ▇▇▇▇▇▇▇▇Borrower’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (Ai) above. (iib) Borrower shall deliver such prepayments or Mortgages mortgages of additional Oil oil and Gas Properties gas properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(i4.06(a) as follows:

Borrowing Base Deficiency. (i) If a the principal amount outstanding under the Note exceeds the amount of the Borrowing Base Deficiency exists (other than as because of a result of periodic or special redetermination made pursuant to Section 2.8(f2.7(b) or Section 2.8(g)2.7(c), then Administrative Agent the Lender shall send a Borrowing Base Deficiency Notice deficiency notice to Borrowerthe Borrowers, and Borrower the Borrowers shall within 30 ten (10) days following receipt of such Borrowing Base Deficiency Notice deficiency notice elect by written notice to the Lender whether to (A) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of principal amount outstanding under the Revolving Credit Lenders Note to the amount of the Borrowing Base, (B) execute one or more Mortgages (mortgages or cause another Loan Party deeds of trust, in form and substance satisfactory to execute one or more Mortgages) the Lender, covering such other Oil oil and Gas Properties gas properties not previously taken into account in the determination redetermination of the Borrowing Base as are acceptable to Administrative Agent and the Required Lenders Lender having present values which, in the opinion of Administrative Agent and the Required LendersLender, based upon Administrative Agentthe Lender’s and the Required Lenders’ evaluation of the engineering data provided themit, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of principal amount outstanding under the Revolving Credit LendersNote, or (C) do any combination of the foregoing as is acceptable to Administrative Agentthe Lender. If ▇▇▇▇▇▇▇▇ fails the Borrowers fail to make an deliver their written election to the Lender within 30 ten (10) days after ▇▇▇▇▇▇▇▇’s the Borrowers’ receipt of the Borrowing Base Deficiency Noticedeficiency notice, then Borrower the Borrowers shall be deemed to have selected the prepayment option specified in clause (A) above. (ii) Borrower The Borrowers shall deliver such prepayments or Mortgages mortgages or deeds of trust of additional Oil oil and Gas Properties gas properties in accordance with its their election (or deemed election) pursuant to Section 2.8(e)(i2.7(d)(i) as follows:

Borrowing Base Deficiency. (i) If a the total Exposure of the Lenders exceeds the amount of the Borrowing Base Deficiency exists (other than as because of a result of periodic or special determination made pursuant to Section 2.8(f2.9(b) or Section 2.8(g)2.9(c), then the Administrative Agent shall send a Borrowing Base Deficiency Notice to Borrowerthe Borrowers, and Borrower the Borrowers shall within 30 thirty (30) days following receipt of such Borrowing Base Deficiency Notice elect whether to (A) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders to the amount of the Borrowing Base, (B) execute one or more Mortgages a Mortgage (or cause another Loan Obligated Party to execute one or more Mortgagesa Mortgage) covering such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to the Administrative Agent and the Required Lenders having present values which, in the opinion of the Administrative Agent and the Required LendersAgent, based upon the Administrative Agent’s and the Required Lenders’ evaluation of the engineering data provided themto it, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit Lenders, or (C) do any combination of the foregoing as is reasonably acceptable to the Administrative Agent. If ▇▇▇▇▇▇▇▇ fails the Borrowers fail to make an election within 30 thirty (30) days after ▇▇▇▇▇▇▇▇’s the Borrowers’ receipt of the Borrowing Base Deficiency Notice, then Borrower the Borrowers shall be deemed to have selected the prepayment option specified in clause (A) above. (ii) Borrower shall deliver such prepayments or Mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(i) as follows:

Borrowing Base Deficiency. (i) If a Borrowing Base Deficiency exists (other than as a result of Section 2.8(f) or Section 2.8(g2.08(g)), then Administrative Agent shall send a Borrowing Base Deficiency Notice to Borrower, and Borrower shall within 30 days following receipt of such Borrowing Base Deficiency Notice elect whether to (A) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders to the amount of the Borrowing Base, (B) execute one or more Mortgages (or cause another Loan Credit Party to execute one or more Mortgages) covering such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to Administrative Agent and the Required Lenders having present values which, in the opinion of Administrative Agent and the Required Lenders, based upon Administrative Agent’s and the Required Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit Lenders, or (C) do any combination of the foregoing as is acceptable to Administrative Agent. If ▇▇▇▇▇▇▇▇ fails to make an election within 30 days after ▇▇▇▇▇▇▇▇’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (A) above. (ii) Borrower shall deliver such prepayments or Mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(i2.08(e)(i) as follows:

Borrowing Base Deficiency. (i) If a the total Revolving Credit Exposure of Lender exceeds the amount of the Borrowing Base Deficiency exists (other than as because of a result of periodic or special determination made pursuant to Section 2.8(f2.9(b) or Section 2.8(g)2.9(c) (or a periodic or special redetermination combined with the Monthly Reduction Amount), then Administrative Agent Lender shall send a Borrowing Base Deficiency Notice to Borrower, and Borrower shall within 30 ten (10) days following receipt of such Borrowing Base Deficiency Notice elect whether to (A) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders Lender to the amount of the Borrowing Base, (B) execute one or more Mortgages a Mortgage (or cause another Loan Obligated Party to execute one or more Mortgagesa Mortgage) covering such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to Administrative Agent and the Required Lenders Lender having present values which, in the opinion of Administrative Agent and the Required LendersLender, based upon Administrative AgentLender’s and the Required Lenders’ evaluation of the engineering data provided themit, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit LendersLender, or (C) do any combination of the foregoing as is acceptable to Administrative AgentLender. If ▇▇▇▇▇▇▇▇ Borrower fails to make an election within 30 ten (10) days after ▇▇▇▇▇▇▇▇Borrower’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (A) above. (ii) Borrower shall deliver such prepayments or Mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(i2.9(f)(i) as follows:

Borrowing Base Deficiency. (ia) If the Total Outstandings exceed the amount of the Borrowing Base because of a periodic or special determination made pursuant to Section 4.02 or Section 4.03 hereof (or a periodic or special redetermination combined with the Monthly Reduction Amount) (a “Borrowing Base Deficiency”), then Agent shall notify Borrower of the same (a “Borrowing Base Deficiency exists (other than as a result of Section 2.8(f) or Section 2.8(gNotice”)), then Administrative Agent shall send a Borrowing Base Deficiency Notice to Borrower, and Borrower shall within 30 thirty (30) days following receipt of such Borrowing Base Deficiency Notice elect whether to (Ai) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders Total Outstandings to the amount of the Borrowing Base, (Bii) execute one or more Mortgages mortgage (or cause another Loan Party a Guarantor to execute one or more Mortgagesmortgage) covering such other Oil oil and Gas Properties not previously taken into account in the determination of the Borrowing Base gas properties as are acceptable to Administrative Lenders, pursuant to security documents acceptable to Agent and the Required Lenders having present values which, in the opinion of Administrative Agent and the Required Lenders, based upon Administrative Agent’s and the Required Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit LendersTotal Outstandings, or (Ciii) do any combination of the foregoing as is acceptable to Administrative Agent. If ▇▇▇▇▇▇▇▇ Borrower fails to make an election within 30 thirty (30) days after ▇▇▇▇▇▇▇▇Borrower’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (Ai) above. (iib) Borrower shall deliver such prepayments or Mortgages mortgages of additional Oil oil and Gas Properties gas properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(i4.06(a) as follows:

Borrowing Base Deficiency. (i) If If, at any time, a Borrowing Base Deficiency exists (other than as a result of Section 2.8(f) or Section 2.8(g))exists, then Administrative Agent shall send a give notice to Borrower of such Borrowing Base Deficiency Notice to Borrower(such notice, a “Borrowing Base Deficiency Notice”), and Borrower shall within 30 fifteen (15) days following receipt of such Borrowing Base Deficiency Notice (A) elect whether to (A1) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders Exposures to the amount of the Borrowing Base, (B2) execute one or more Mortgages (or cause another Loan Party to execute one or more Mortgages) covering mortgage such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent and the Required Lenders having present values Recognized Values which, in the opinion of Administrative Agent and the Required Lenders, based upon Administrative Agent’s and the Required Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit LendersExposures, or (C3) do any combination of the foregoing as is acceptable to Administrative AgentAgent such that the Borrowing Base is an amount at least equal to the total Revolving Credit Exposure and (B) shall take such action elected pursuant to clause (A). If ▇▇▇▇▇▇▇▇ Borrower fails to make an election within 30 fifteen (15) days after ▇▇▇▇▇▇▇▇Borrower’s receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (AA)(1) above. (ii) Borrower shall deliver such prepayments or Mortgages mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(iclause (f)(i) above as follows:

Borrowing Base Deficiency. (i) If If, at any time, a Borrowing Base Deficiency exists (other than as a result of Section 2.8(f) or Section 2.8(g))exists, then Administrative Agent shall send a give notice to Borrower of such Borrowing Base Deficiency Notice to Borrower(such notice, a "Borrowing Base Deficiency Notice"), and Borrower shall within 30 15 days following receipt of such Borrowing Base Deficiency Notice elect whether to (A) prepay an amount which would, if prepaid immediately, reduce the total Revolving Credit Exposure of the Revolving Credit Lenders Exposures to the amount of the Borrowing Base, (B) execute one or more Mortgages (or cause another Loan Party to execute one or more Mortgages) covering mortgage such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent and the Required Lenders having present values Recognized Values which, in the opinion of Administrative Agent and the Required Lenders, based upon Administrative Agent’s and the Required Lenders’ ' evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposure of the Revolving Credit LendersExposures, or (C) do any combination of the foregoing as is acceptable to Administrative AgentAgent such that the Borrowing Base is an amount at least equal to the total Revolving Credit Exposure. If ▇▇▇▇▇▇▇▇ Borrower fails to make an election within 30 15 days after ▇▇▇▇▇▇▇▇’s Borrower's receipt of the Borrowing Base Deficiency Notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (A) above. (ii) Borrower shall deliver such prepayments or Mortgages mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.8(e)(iclause (f)(i) above as follows: