Common use of Borrowing Base Deficiency Clause in Contracts

Borrowing Base Deficiency. (i) If, at any time, a Borrowing Base Deficiency exists, then Administrative Agent shall give notice to Borrower of such Borrowing Base Deficiency (such notice, a “Borrowing Base Deficiency Notice”), and Borrower shall within 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 Exposures to the amount of the Borrowing Base, (B) mortgage such other Oil and Gas Properties as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent having Recognized Values which, in the opinion of the Required Lenders, based upon 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 Exposures, or (C) do any combination of the foregoing as is acceptable to Administrative Agent 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 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 of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to clause (f)(i) above as follows:

Borrowing Base Deficiency. (i) If, at any time, If a Borrowing Base Deficiency existsexists (other than as a result of Section 2.8(f) or Section 2.8(g)), then Administrative Agent shall give notice to Borrower of such send a Borrowing Base Deficiency (such notice, a “Borrowing Base Deficiency Notice”)Notice to Borrower, and Borrower shall within 15 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 Exposures Exposure of the Revolving Credit Lenders to the amount of the Borrowing Base, (B) mortgage 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, pursuant to security documents acceptable to Administrative Agent Lenders having Recognized Values 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 ExposuresExposure of the Revolving Credit Lenders, or (C) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal to the total Revolving Credit ExposureAgent. If Borrower ▇▇▇▇▇▇▇▇ fails to make an election within 15 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 (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 clause (f)(iSection 2.8(e)(i) above as follows:

Borrowing Base Deficiency. Except as provided in Section 2.4(b)(ii), (iiii), (iv), and (v) Ifbelow, at any time, a if the aggregate outstanding amount of Advances plus the Letter of Credit Exposure ever exceeds the Borrowing Base Deficiency exists(such excess being referred to herein as the “Borrowing Base Deficiency”), then Administrative the Borrower shall, within 30 days after receipt of written notice of such condition from the Agent shall give elect by written notice to Borrower the Agent to take one or more of the following actions to remedy such Borrowing Base Deficiency (such notice, a “Borrowing Base Deficiency Notice”), and Borrower shall within 15 days following receipt of such Borrowing Base Deficiency Notice elect whether to Deficiency: (A) prepay an amount which wouldAdvances and, if prepaid immediatelythe Advances have been repaid in full, reduce Cash Collateralize the total Revolving Letter of Credit Exposures to the amount of the Borrowing BaseExposure, (B) mortgage such other Oil and Gas Properties as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent having Recognized Values which, in the opinion of the Required Lenders, based upon 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 Exposures, or (C) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base Deficiency is an amount at least equal to the total Revolving Credit Exposure. If Borrower fails to make an election cured within 15 ten days after the 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.written election; (iiB) Borrower shall deliver such prepayments or mortgages of add additional Oil and Gas Properties acceptable to the Required Banks to the Borrowing Base (and take such actions as are requested by the Agent to cause such additional Oil and Gas Properties to become subject to Mortgages, to the extent necessary to cause the Mortgaged Property Value to equal or exceed 80% of the Oil and Gas Property Value) such that the Borrowing Base Deficiency is cured within 30 days after the Borrower’s written election; or (C) pay the deficiency in accordance with its election (five equal monthly installments in amounts equal to one-fifth of the amount of the deficiency or deemed election) pursuant such lesser amounts satisfactory to clause (f)(i) above as follows:the Required Banks for the prepayment of Advances and, if the Advances have been repaid in full, Cash Collateralize the Letter of Credit Exposure such that the Borrowing Base Deficiency is eliminated within six months of the occurrence of such Borrowing Base Deficiency.

Borrowing Base Deficiency. (i) If, at any time, If a Borrowing Base Deficiency existsexists (other than as a result of Section 2.08(g)), then Administrative Agent shall give notice to Borrower of such send a Borrowing Base Deficiency (such notice, a “Borrowing Base Deficiency Notice”)Notice to Borrower, and Borrower shall within 15 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 Exposures Exposure of the Lenders to the amount of the Borrowing Base, (B) mortgage execute one or more Mortgages (or cause another 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, pursuant to security documents acceptable to Administrative Agent Lenders having Recognized Values 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 ExposuresExposure of the Lenders, or (C) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal to the total Revolving Credit ExposureAgent. If Borrower ▇▇▇▇▇▇▇▇ fails to make an election within 15 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 (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 clause (f)(iSection 2.08(e)(i) above as follows:

Borrowing Base Deficiency. (i) If, at any time, a Borrowing Base Deficiency exists, then Administrative Agent shall give notice to Borrower of such Borrowing Base Deficiency (such notice, a “Borrowing Base Deficiency Notice”), and Borrower shall within 15 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 Exposures to the amount of the Borrowing Base, (B2) mortgage such other Oil and Gas Properties as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent having Recognized Values which, in the opinion of the Required Lenders, based upon 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 Exposures, or (C3) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal to the total Revolving Credit ExposureExposure and (B) shall take such action elected pursuant to clause (A). If Borrower fails to make an election within 15 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 of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to clause (f)(i) above as follows:

Borrowing Base Deficiency. (i) IfIf the principal amount outstanding under the Note exceeds the amount of the Borrowing Base because of a periodic or special redetermination made pursuant to Section 2.7(b) or Section 2.7(c), at any time, then the Lender shall send a Borrowing Base Deficiency exists, then Administrative Agent shall give deficiency notice to Borrower of such Borrowing Base Deficiency (such notice, a “Borrowing Base Deficiency Notice”)the Borrowers, and Borrower the Borrowers shall within 15 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 Exposures principal amount outstanding under the Note to the amount of the Borrowing Base, (B) mortgage execute one or more mortgages or deeds of trust, in form and substance satisfactory to the Lender, covering such other Oil oil and Gas Properties gas properties not previously taken into account in the redetermination of the Borrowing Base as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent Lender having Recognized Values present values which, in the opinion of the Required LendersLender, based upon the Required Lenders’ Lender’s 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 Exposuresprincipal amount outstanding under the Note, or (C) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal Lender. If the Borrowers fail to deliver their written election to the total Revolving Credit Exposure. If Borrower fails to make an election Lender within 15 ten (10) days after Borrower’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 or deeds of trust of additional Oil oil and Gas Properties gas properties in accordance with its their election (or deemed election) pursuant to clause (f)(iSection 2.7(d)(i) above as follows:

Borrowing Base Deficiency. (i) If, at any time, If a Borrowing Base Deficiency existsexists (other than as a result of Section 2.8(f) or Section 2.8(g)), then Administrative Agent shall give notice to Borrower of such send a Borrowing Base Deficiency (such notice, a “Borrowing Base Deficiency Notice”)Notice to Borrower, and Borrower shall within 15 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 Exposures Exposure of the Revolving Credit Lenders to the amount of the Borrowing Base, (B) mortgage 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, pursuant to security documents acceptable to Administrative Agent Lenders having Recognized Values 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 ExposuresExposure of the Revolving Credit Lenders, or (C) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal to the total Revolving Credit ExposureAgent. If Borrower ▇▇▇▇▇▇▇▇ fails to make an election within 15 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 (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 clause (f)(iSection 2.8(e)(i) above as follows:

Borrowing Base Deficiency. (i) IfIf the total Revolving Credit Exposure of Lender exceeds the amount of the Borrowing Base because of a periodic or special determination made pursuant to Section 2.9(b) or Section 2.9(c) (or a periodic or special redetermination combined with the Monthly Reduction Amount), at any time, then Lender shall send a Borrowing Base Deficiency exists, then Administrative Agent shall give notice Notice to Borrower of such Borrowing Base Deficiency (such notice, a “Borrowing Base Deficiency Notice”)Borrower, and Borrower shall within 15 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 Exposures Exposure of Lender to the amount of the Borrowing Base, (B) mortgage execute a Mortgage (or cause another Obligated Party to execute a Mortgage) covering such other Oil and Gas Properties as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent Lender having Recognized Values present values which, in the opinion of the Required LendersLender, based upon the Required Lenders’ Lender’s 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 ExposuresExposure of Lender, or (C) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal to the total Revolving Credit ExposureLender. If Borrower fails to make an election within 15 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 Mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to clause (f)(iSection 2.9(f)(i) above as follows:

Borrowing Base Deficiency. (i) If, at any time, a Borrowing Base Deficiency exists, then Administrative Agent shall give notice to Borrower of such Borrowing Base Deficiency (such notice, a “"Borrowing Base Deficiency Notice”"), and Borrower shall within 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 Exposures to the amount of the Borrowing Base, (B) mortgage such other Oil and Gas Properties as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent having Recognized Values which, in the opinion of the Required Lenders, based upon 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 Exposures, or (C) do any combination of the foregoing as is acceptable to Administrative Agent 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 15 days after Borrower’s '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 clause (f)(i) above as follows:

Borrowing Base Deficiency. (ia) If, at any time, a the aggregate Outstanding Amount of Revolving Loans and L/C Obligations exceed the amount of the Borrowing Base Deficiency existsthen in effect (a “Borrowing Base Deficiency”) 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), then Administrative Agent shall give notice to notify Borrower of such Borrowing Base Deficiency the same (such notice, a “Borrowing Base Deficiency Notice”), and Borrower shall within 15 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 Exposures Loans and L/C Obligations to the amount of the Borrowing Base, (Bii) mortgage (or cause a Guarantor to mortgage such other Oil oil and Gas Properties gas properties as are acceptable to the Required Lenders), pursuant to security documents Collateral Documents acceptable to Administrative Agent having Recognized Values present values which, in the opinion of the Required Lenders, based upon 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 ExposuresLoans and L/C Obligations, or (Ciii) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal to the total Revolving Credit ExposureAgent. If Borrower fails to make an election within 15 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 of additional Oil oil and Gas Properties gas properties in accordance with its election (or deemed election) pursuant to clause (f)(iSection 4.06(a) above as follows:

Borrowing Base Deficiency. (ia) If, at any time, a If the Principal Debt then outstanding exceeds the amount of the Borrowing Base Deficiency existsbecause of a periodic or special determination made pursuant to Sections 3.2 or 3.4 hereof (or a periodic or special determination combined with the Monthly Reduction Amount), then Administrative Agent shall give notice to Borrower notify Borrowers of such Borrowing Base Deficiency the same (such notice, a “Borrowing Base Deficiency Notice”), and Borrower Borrowers shall within 15 thirty (30) days following receipt of such Borrowing Base Deficiency Notice elect whether to (Ai) prepay an amount which would, if prepaid immediately, will reduce the total Revolving Credit Exposures Principal Debt to the amount of the Borrowing Base, (Bii) mortgage such other Oil oil and Gas Properties gas properties as are acceptable to the Required LendersAdministrative Agent, pursuant to security documents acceptable to Administrative Agent having Recognized Values present values which, in the opinion of the Required LendersAdministrative Agent, based upon the Required Lenders’ Administrative Agent’s 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 ExposuresPrincipal Debt then outstanding, or (Ciii) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal to the total Revolving Credit ExposureAgent. If Borrower fails Borrowers fail to make an election within 15 thirty (30) days after Borrower’s receipt by any Borrower of the Borrowing Base Deficiency Notice, then Borrower Borrowers shall be deemed to have selected the prepayment option specified in clause (Ai) above. (iib) Borrower Borrowers shall deliver such prepayments or mortgages of additional Oil oil and Gas Properties gas properties in accordance with its election (or deemed election) pursuant to clause (f)(iSection 3.5(a) above as follows:

Borrowing Base Deficiency. (ia) If, at any time, a If the Total Outstandings exceed the amount of the Borrowing Base Deficiency existsbecause 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 Administrative Agent shall give notice to notify Borrower of such Borrowing Base Deficiency the same (such notice, a “Borrowing Base Deficiency Notice”), and Borrower shall within 15 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 Exposures Total Outstandings to the amount of the Borrowing Base, (Bii) mortgage (or cause a Guarantor to mortgage) such other Oil oil and Gas Properties gas properties as are acceptable to the Required Lenders, pursuant to security documents acceptable to Administrative Agent having Recognized Values present values which, in the opinion of the Required Lenders, based upon 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 ExposuresTotal Outstandings, or (Ciii) do any combination of the foregoing as is acceptable to Administrative Agent such that the Borrowing Base is an amount at least equal to the total Revolving Credit ExposureAgent. If Borrower fails to make an election within 15 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 of additional Oil oil and Gas Properties gas properties in accordance with its election (or deemed election) pursuant to clause (f)(iSection 4.06(a) above as follows: