Common use of Borrowing Base Shortfall Clause in Contracts

Borrowing Base Shortfall. If at any time there occurs a Borrowing Base Shortfall, the Agent shall promptly deliver to the Borrower a notice setting out the amount of the Borrowing Base Shortfall (the “Shortfall Notice”). Upon receipt of the Shortfall Notice, the Borrower will do one of the following or a combination thereof: (i) reduce the Aggregate Principal Amount under the Credit Facilities by the amount of the Borrowing Base Shortfall within 60 days of receipt of the Shortfall Notice with the proceeds of such reduction to be paid to the Syndicated Facility Lenders and the Operating Lender in accordance with Section 17.3; (ii) eliminate the Borrowing Base Shortfall by providing in favour of the Agent for and on behalf of the Lenders and the Swap Lenders additional security, such security to be in form and substance acceptable to the Lenders, to be delivered by the Borrower to the Agent for and on behalf of the Lenders within 60 days of receipt of the Shortfall Notice; or (iii) eliminate the Borrowing Base Shortfall within 60 days of receipt of the Shortfall Notice by such other means as are acceptable to the Lenders, including adding additional P&NG Rights acceptable to the Lenders to the Borrowing Base Properties or by making a prepayment in accordance with Section 3.6.

Borrowing Base Shortfall. If at any time there occurs a Borrowing Base Shortfall, the Agent shall promptly may, at the direction of the Majority Lenders, deliver to the Borrower a notice setting out the amount of the Borrowing Base Shortfall (the “Shortfall Notice”). Upon receipt of the Shortfall Notice, the Borrower will do one of the following or a combination thereof:thereof:‌ (i) reduce the Aggregate Principal Amount Obligations under the Credit Facilities by the amount of the Borrowing Base Shortfall within 60 days of receipt of the Shortfall Notice Notice, with the proceeds of such reduction to be paid to the Syndicated Facility Lenders and the Operating Lender in accordance with Section 17.3on a pro rata basis based on the Canadian Dollar Exchange Equivalent of the Aggregate Principal Amount of each such Credit Facility; (ii) eliminate the Borrowing Base Shortfall by providing in favour of the Agent for and on behalf of the Lenders and the Swap Lenders additional security, such security to be in form and substance acceptable to the Lenders, in their discretion, to be delivered by the Borrower to the Agent for and on behalf of the Lenders within 60 days of receipt of the Shortfall Notice; or (iii) eliminate the Borrowing Base Shortfall within 60 days of receipt of the Shortfall Notice by such other means as are acceptable to the Lenders, including adding additional P&NG Rights acceptable to the Lenders to the Borrowing Base Properties or by making a prepayment in accordance with Section 3.63.6(f). Notwithstanding the foregoing provisions of this Section 3.6(c), nothing herein contained will affect or modify the rights of the Lenders under the Documents or the obligations of the Borrower thereunder.

Borrowing Base Shortfall. (a) If at any time there occurs a time, other than as provided by Section 2.18, any redetermination of the Borrowing Base results in Borrowing Base Obligations exceeding the Borrowing Base (such difference being the "Borrowing Base Shortfall") then, the Agent shall promptly deliver to the Borrower a notice setting out the amount unless repayment of the Borrowing Base Shortfall (has been demanded by the “Shortfall Notice”). Upon receipt of the Shortfall NoticeAdministrative Agent, the Borrower will do one of the following or a combination thereofthereof within ninety (90) days of the occurrence of such Borrowing Base Shortfall: (i) reduce the Aggregate total Commitment (on a pro rata basis based on the total Outstanding Principal Amount under the Credit Facilities Revolving Facility and on the total Outstanding Principal under the Operating Facility) by the amount of the Borrowing Base Shortfall; or (ii) request an increase in the Borrowing Base by adding additional petroleum and natural gas reserves to the Reserve Borrowing Base such that the existing Borrowing Base Shortfall will no longer exist upon giving effect to such increase. Any request to increase the Borrowing Base pursuant to this Section will be in writing and will be accompanied by the delivery of proposed Security over additional assets of the Borrower and Restricted Subsidiaries and such other information as the Lenders may request. All of the Lenders will determine in their sole discretion whether they are satisfied that the proposed Security and additional assets are adequate to allow the requested increase in the Borrowing Base and will advise the Administrative Agent of such determination as soon as possible. If the request of the Borrower to increase the Borrowing Base is rejected by any Lender, the Borrower will repay such Borrowing Base Shortfall within 60 the said ninety (90) days of receipt of the Shortfall Notice with the proceeds of such reduction to be paid to the Syndicated Facility Lenders and the Operating Lender in accordance with this Section 17.32.16. For certainty, any Lender that has been termed out pursuant to Sections 2.15(i) or 2.17 will also be entitled to its pro rata share of the payment of the Borrowing Base Shortfall based on the Outstanding Principal of each Lender. (b) Until a Borrowing Base Shortfall is eliminated as required by Section 2.16(a): (i) no Drawdowns (other than Conversions and Rollovers) or Advances under the Credit Facility will be available without the prior unanimous approval of the Lenders; (ii) eliminate no assets of the Borrower and Restricted Subsidiaries used in the determination of the Borrowing Base may be disposed of without the prior unanimous approval of the Lenders, such approval not to be unreasonably withheld; and (iii) subject to the exception in Section 11.2(h), no Distributions will be made until the Borrowing Base Shortfall by providing in favour of the Agent for and on behalf of the Lenders and the Swap Lenders additional security, such security to be in form and substance acceptable to the Lenders, to be delivered by the Borrower to the Agent for and on behalf of the Lenders within 60 days of receipt of the Shortfall Notice; or (iii) eliminate the Borrowing Base Shortfall within 60 days of receipt of the Shortfall Notice by such other means as are acceptable to the Lenders, including adding additional P&NG Rights acceptable to the Lenders to the Borrowing Base Properties or by making a prepayment has been eliminated in accordance with Section 3.62.16(a).

Borrowing Base Shortfall. If at any time there occurs a Borrowing Base Shortfall, the Agent shall promptly deliver to the Borrower a notice setting out the amount of the Borrowing Base Shortfall (the “Shortfall Notice”). Upon receipt of the Shortfall Notice, the Borrower will do one of the following or a combination thereof: (i) reduce the Aggregate Principal Amount under the Credit Borrowing Base Facilities by the amount of the Borrowing Base Shortfall within 30 days (or from and after the Repayment of the Tranche B Facility, 60 days days) of receipt of the Shortfall Notice with the proceeds of such reduction to be paid to the Syndicated Facility Borrowing Base Lenders and the Operating Lender in accordance with Section 17.3; (ii) eliminate the Borrowing Base Shortfall by providing in favour of the Agent for and on behalf of the Lenders and the Swap Lenders additional security, such security to be in form and substance acceptable to the Lenders, to be delivered by the Borrower to the Agent for and on behalf of the Lenders within 30 days (or from and after the Repayment of the Tranche B Facility, 60 days days) of receipt of the Shortfall Notice; or (iii) eliminate the Borrowing Base Shortfall within 30 days (or from and after the Repayment of the Tranche B Facility, 60 days days) of receipt of the Shortfall Notice by such other means as are acceptable to the Lenders, including adding additional P&NG Rights acceptable to the Lenders to the Borrowing Base Properties or by making a prepayment in accordance with Section 3.63.7.