Common use of Borrowing Base Compliance Clause in Contracts

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the effectiveness of the Applicable Redetermination, the Borrower shall within 30 days of the effectiveness of the Applicable Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon (a) If at any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), time the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such ‘Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the effectiveness of the Applicable Redetermination, the Borrower shall within 30 days of the effectiveness of the Applicable Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14’) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection Section 8.2(f)), the Administrative Agent shall promptly notify the Borrower of such Borrowing Base Deficiency. Within ten (10) days from the date of such notification, the Borrower shall immediately prepay notify the Revolving Credit Administrative Agent that the Borrower elects to take one of the following actions: (i) Execute and deliver to the Administrative Agent within thirty (30) days of such election supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional Oil and Gas Properties owned by the Borrower or any of its Subsidiaries which are not then included in the Borrowing Base having a value (determined by the Administrative Agent in its sole discretion) sufficient to eliminate the Borrowing Base Deficiency; (ii) Make a payment with respect to the Obligations within thirty (30) days of such election (which shall be applied, or held for application, as the case may be, by the Administrative Agent to the payment of the aggregate unpaid principal amount of those Loans then outstanding and then to the extent necessary, cash collateralize the Letter of Credit Outstandings Outstandings) in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency; or (iii) Make three (3) consecutive prepayments of principal of the outstanding Loans, each of which shall be in an amount equal to 100% one-third of the amount of the Borrowing Base Deficiency, commencing within thirty (30) days of such election, and continuing on (or, at the Borrower’s option, before) the same day of each succeeding month thereafter until such Borrowing Base Deficiency together with has been eliminated by such prepayments. (ib) interest accrued Failure of the Borrower to make the date election provided for in subsection (a) above, or failure of the Borrower, having made such election, to deliver the Security Documents or make any payment or prepayment and (ii) any amounts payable required Forbearance Agreement [Meridian] 6 under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a)) above, (b)as applicable, (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)considered an Event of Default under Section 9 hereof."”

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the effectiveness of the Applicable Redetermination, March '99 Redetermination the Borrower shall within 30 days of the effectiveness of the Applicable Redetermination, March '99 Redetermination prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f4.9(d), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, provided that if there exists a the Borrowing Base Deficiency upon has been redetermined pursuant to subsection 4.9 as the effectiveness result of a change in the Applicable RedeterminationBorrower's senior unsecured long-term debt rating(s), the Borrower shall within 30 days of the effectiveness of the Applicable Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (in an amount equal to 50% of the Borrowing Base Deficiency within 75 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 75 days prepay the Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a the result of a an interim adjustment or redetermination in connection with the incurrence of Subordinated Indebtedness provided for in under subsection 8.2(f4.9(g), subsection 7.13(c), subsection 8.2(i), subsection 8.6(f) or otherwise (other than subsection 4.9(d)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the effectiveness termination of the Applicable Initial Period after giving effect to the Initial Scheduled Borrowing Base Redetermination, the Borrower shall shall, within 30 60 days of the effectiveness of the Applicable Initial Scheduled Borrowing Base Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), ) (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent extend necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the effectiveness of the Applicable Redetermination, the Borrower shall within 30 days of the effectiveness of the Applicable Redetermination, prepay the Revolving Credit Loans and then cash case collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest inter3est accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) ), or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f)Base, the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED provided that, if there exists a Borrowing Base Deficiency upon the effectiveness termination of the Applicable Initial Period after giving effect to the Initial Scheduled Borrowing Base Redetermination, the Borrower shall shall, within 30 60 days of the effectiveness of the Applicable Initial Scheduled Borrowing Base Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f))Deficiency, the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), ) (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f)4.9, the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, provided that if there exists a the Borrowing Base Deficiency upon has been redetermined pursuant to subsection 4.9 as the effectiveness result of a change in the Applicable RedeterminationBorrower's senior unsecured debt rating(s), the Borrower shall within 30 days of the effectiveness of the Applicable Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (in an amount equal to 50% of the Borrowing Base Deficiency within 75 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 75 days prepay the Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a the result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in an interim adjustment under subsection 8.2(f8.2(i)), subsection 8.6(f) or otherwise, the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."