Common use of Borrowing Base Clause in Contracts

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c), or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.4(f)(i)(A) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers Borrower to Agent, or Agent (y) the Maximum Revolver Amount, in all cases as adjusted by Agent for Reserves established by Agent in accordance with Section 2.1(cfrom time to time), then Borrowers Borrower shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.3(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at as of any timedate, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one Business Day, prepay the outstanding principal of the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one (1) Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.3(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), or (y) the Maximum Revolver Amount, then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or Agent and (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c2.1(d), then the Borrowers shall immediately promptly (but in any event, within one Business Day) prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x1) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or Agent and (y2) the Maximum Revolver Amount, in all cases Amount (as adjusted for any Reserves established by Agent in accordance with against the Maximum Revolver Amount implemented pursuant to Section 2.1(c)), then Borrowers shall immediately promptly, but in any event, within one Business Day prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one (1) Business Day prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for any establishment, increase or decrease in Reserves established by Agent in accordance with Section 2.1(c)since the date of such Borrowing Base Certificate, then Borrowers shall immediately promptly, but in any event, within 1 Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers Borrower to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers Borrower shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to AgentLender, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent Lender in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.4(e)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.. (ii)

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.. (ii) [Reserved]. (iii)

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within 1 (one) Business Day prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (Ai) the Revolver Usage on such date exceeds (B) the lesser of (xii) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers Borrower to Agent, or (y) the Maximum Revolver Amountthen Borrower shall promptly, but in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c)any event, then Borrowers shall immediately within 1 Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.4(g) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f)(i)(A) in an aggregate amount equal to the amount of such excess.. 73 125672876_9 151541717_6

Borrowing Base. IfOther than in connection with any Extraordinary Advance, if, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (xi) the Maximum Revolver Amount and (ii) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers Borrower to Agent, or (y) the Maximum Revolver Amountthen Borrower shall promptly, but in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c)any event, then Borrowers shall immediately within 1 Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base (as calculated in accordance with Section 2.1) reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers Borrower to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers Borrower shall immediately prepay the Obligations or provide Letter of Credit Collateralization in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Adjusted Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base less the Availability Block reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately within one Business Day prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers Borrower to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers Borrower shall immediately prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or and (y) the Maximum Revolver AmountAmount at such time, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event within one (1) Business Day thereafter, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (yB) the Revolver Usage on such date exceeds the Maximum Revolver Amount, then in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(cthe case of (A) or (B), then Borrowers shall immediately shall, within 1 Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers Borrower to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers Borrower shall immediately within 1 Business Day prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or and (y) the Maximum Revolver AmountAmount at such time, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event within one (1) Business Day thereafter, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.. (ii)

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within 1 Business Day prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Administrative Agent, or (y) the Maximum Revolver AmountCredit, in all cases as adjusted for Reserves established by Collateral Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one (1) Business Day prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (yB) the Revolver Usage on such date exceeds the Maximum Revolver Amount, then in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(cthe case of (A) or (B), then Borrowers shall immediately shall, within 3 Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one Business Day prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event within one (1) Business Day, prepay the Obligations in accordance with Section 2.4(f)(i) in an aggregate amount equal to the amount of such excess. (ii) [Reserved].

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or Agent and (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c2.1(d), then the Borrowers shall immediately promptly (but in any event, 83 within one Business Day) prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or and (y) the Maximum Revolver AmountAmount at such time, in all cases as 16 adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event within one (1) Business Day thereafter, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Adjusted Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately prepay the Obligations in accordance with Section 2.4(f)(i2.4(f)(i)(A) in an aggregate amount equal to the amount of such excess.

Borrowing Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the lesser of (x) the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent, or (y) the Maximum Revolver Amount, in all cases as adjusted for Reserves established by Agent in accordance with Section 2.1(c), then Borrowers shall immediately promptly, but in any event, within one Business Day, prepay the Obligations in accordance with Section 2.4(f)(i2.4(f)(i)(A) in an aggregate amount equal to the amount of such excess.. (ii)