Common use of Borrowing Base Deficiency Clause in Contracts

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction of the Borrowing Base pursuant to Section 4.6 or Section 4.7), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction of adjustment to the Borrowing Base pursuant to Section 4.6 or Section 4.74.4), Borrower shall, within 30 thirty (30) days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 ten (10) days following the delivery of such Election Notice, make a prepayment of principal on the Loans Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Loans Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required thereforDeficiency, (b) within 90 thirty (30) days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six (6) consecutive mandatory prepayments of principal on the LoansLoan, each of which shall be in the amount of one one-sixth (1/6th) of the amount of such Borrowing Base Deficiency, Deficiency commencing on the date that is 30 days after notice of delivery of such Borrowing Base Deficiency is delivered to Borrower Election Notice and continuing thereafter on the corresponding day of each monthly anniversary of such first paymentsubsequent month thereafter, and in connection therewith, Borrower shall (i) dedicate a sufficient amount (as determined by Administrative AgentAgent in its sole discretion) of the monthly cash flow from Borrower’s oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments, and (ii) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require with respect thereto. Notwithstanding the foregoing, upon any reduction, adjustment and/or redetermination of the Borrowing Base pursuant to Section 4.4 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrower shall promptly, but in all events within two (2) Domestic Business Days after such Borrowing Base Deficiency (or increase in such Borrowing Base Deficiency) first occurs, make a mandatory prepayment of principal on the Loan in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency). In addition, if any Permitted Asset Sale occurs while any Borrowing Base Deficiency exists, Borrower shall promptly, but in all events within two (2) Domestic Business Days after such Permitted Asset Sale is consummated, apply all Net Cash Proceeds from such Permitted Asset Sale as a mandatory prepayment of principal on the Loan to reduce or eliminate such Borrowing Base Deficiency.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time (other than as a result of any reduction of the Borrowing Base pursuant to Section 4.6 or Section 4.7)Redetermination, Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) shall be obligated to Administrative Agent stating the action which Borrower proposes to take to remedy eliminate such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or Deficiency over a combination of period not to exceed six (6) months from the following: (a) within 45 days following the delivery effective date of such Election NoticeRedetermination by making six (6) mandatory, make a prepayment equal, consecutive, monthly payments of principal on the Loans Revolving Loan, each of which shall be in an the amount sufficient to eliminate 50% of one sixth (1/6th) of such Borrowing Base Deficiency, with a payment or payments to eliminate in the remainder event that the remaining principal outstanding under the Revolving Loan is less than the Borrowing Base Deficiency, then in the amount of one sixth (1/6th) of the remaining principal outstanding under the Revolving Loan. The first of such Borrowing Base Deficiency six (6) payments shall be due within 90 days on the thirtieth (30th) day following the delivery effective date of each such Redetermination and each subsequent payment shall be due on the same day of each month thereafter (or if there is no corresponding day of any subsequent month, then on the last day of such Election Notice, and if month) (each such date is referred to herein as a "borrowing base deficiency payment date"). If a Borrowing Base Deficiency cannot be eliminated pursuant to this Section 5.4 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), on each borrowing base deficiency payment date, Borrower shall also at such time or times deposit cash with Administrative Agent sufficient funds Agent, to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b3.1(b), an amount at least equal to one sixth (1/6th) as necessary to eliminate of the required portions balance of such Borrowing Base Deficiency on (i.e., one-sixth of the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of difference between the Borrowing Base which Administrative Agent Deficiency and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of the remaining outstanding principal under the Revolving Loan on the Loans, each of which shall be in the amount of one sixth of the amount effective date of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such paymentsRedetermination).

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 or and/or Section 4.7), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Revolving Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Revolving Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Revolving Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments. Notwithstanding the foregoing, upon any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 and/or Section 4.7 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrower shall promptly, but in all events within two Business Days after such Borrowing Base Deficiency first occurs (or earlier if required by such sections), make a mandatory prepayment of principal on the Revolving Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency).

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction of adjustment to the Borrowing Base pursuant to Section 4.6 or Section 4.74.4), Borrower shall, within 30 thirty (30) days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 ten (10) days following the delivery of such Election Notice, make a prepayment of principal on the Loans Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Loans Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required thereforDeficiency, (b) within 90 thirty (30) days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six (6) consecutive mandatory prepayments of principal on the LoansLoan, each of which shall be in the amount of one one-sixth (1/6th) of the amount of such Borrowing Base Deficiency, Deficiency commencing on the date that is 30 days after notice of delivery of such Borrowing Base Deficiency is delivered to Borrower Election Notice and continuing thereafter on the corresponding day of each monthly anniversary of such first paymentsubsequent month thereafter, and in connection therewith, Borrower shall (i) dedicate a sufficient amount (as determined by Administrative AgentAgent in its sole discretion) of the monthly cash flow from Borrower’s oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments, and (ii) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require with respect thereto.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as in connection with a result of any reduction of the Borrowing Base Redetermination pursuant to Section 4.6 or Section 4.74.4 hereof), Borrower shall, within 30 ten (10) days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: either (a) within 45 thirty (30) days following the delivery of such the Election Notice, make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.5 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making three (3) consecutive mandatory prepayments of principal on the required portions Revolving Loan, each of which shall be in the amount of one-third (1/3rd) of the amount of such Borrowing Base Deficiency Deficiency, commencing on the dates required thereforfirst Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (bc) within 90 ninety (90) days following the delivery of such the Election Notice, submit (and pledge as collateral pursuant to Article V hereof) additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base and the Conforming Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (cd) eliminate such deficiency by making six consecutive Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base and the Conforming Borrowing Base as set forth in subclauses (a) and (c) above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base or Conforming Borrowing Base pursuant to Section 4.4 hereof which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall, within one (1) Domestic Business Day of such Redetermination, make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as a result of any reduction of the Borrowing Base pursuant to Section 4.6 an Asset Disposition or Section 4.7a Mandatory Debt Issuance Redetermination), Borrower shall, within 30 thirty (30) days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: within ninety (a90) within 45 days following the delivery of such the Election Notice, either (a) make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 5.6 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b3.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required thereforDeficiency, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (b) above. Notwithstanding the foregoing, (i) upon the consummation of any Asset Disposition (other than the sale of any Relinquished Property, but including the consummation of any Permitted Exchange and as otherwise provided in Section 9.14) which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), or (ii) in the event a Borrowing Base Deficiency exists after giving effect to any Mandatory Debt Issuance Redetermination, Borrower shall, in each case, promptly, but in all events within two (2) Domestic Business Days after such Borrowing Base Deficiency first occurs, make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment. Furthermore, and in connection therewithnotwithstanding anything to the contrary contained herein, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) promptly make all mandatory prepayments of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such paymentsRevolving Loan required by Section 9.14.

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 or and/or Section 4.74.7 and/or Section 4.8), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Revolving Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Revolving Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Revolving Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments. Notwithstanding the foregoing, upon any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 and/or Section 4.7 and/or Section 4.8 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrower shall promptly, but in all events within two Business Days after such Borrowing Base Deficiency first occurs (or earlier if required by such sections), make a mandatory prepayment of principal on the Revolving Loans in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency).

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as in connection with a result of any reduction of the Borrowing Base Redetermination pursuant to Section 4.6 4.4, Section 4.6, Section 4.7 or Section 4.74.8 hereof), Borrower shall, within 30 ten (10) days following notice thereof from Administrative Agent, provide written notice (the “"Election Notice”") to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: either (a) within 45 thirty (30) days following the delivery of such the Election Notice, make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.5 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making three (3) consecutive mandatory prepayments of principal on the required portions Revolving Loan, each of which shall be in the amount of one-third (1/3rd) of the amount of such Borrowing Base Deficiency Deficiency, commencing on the dates required thereforfirst Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (bc) within 90 ninety (90) days following the delivery of such the Election Notice, submit (and pledge as collateral pursuant to Article V hereof) additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (cd) eliminate such deficiency by making six consecutive Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (c) above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base pursuant to Section 4.4, Section 4.6, Section 4.7 or Section 4.8 hereof which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall immediately make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 or 2.15 and/or Section 4.74.6), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Revolving Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Revolving Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Super Majority Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Revolving Loans, each of which shall be in the amount of one sixth of the 77 amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments. Notwithstanding the foregoing, upon any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrower shall promptly, but in all events within two (2) Business Days after such Borrowing Base Deficiency first occurs (or earlier if required by such sections), make a mandatory prepayment of principal on the Revolving Loans and/or cash collateralize the Letter of Credit Exposure in accordance with Section 2.1(b), as applicable, in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency). Any mandatory prepayment on the Loans pursuant to this Section 4.4 shall be applied as follows: (1) if no Term Loans are then outstanding, (A) to prepay the Revolving Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Revolving Borrowings as a result of a Letter of Credit Exposure, cash collateralize such remaining Borrowing Base Deficiency as provided in Section 2.1; or (2) if there are any Term Loans and any Revolving Loans and/or Letter of Credit Exposure then outstanding, then, at Borrower’s election (subject to the last sentence of this Section 4.4), either: (A) (x) prepay Revolving Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, (y) if any Borrowing Base Deficiency remains after prepaying all of the Revolving Borrowings as a result of a Letter of Credit Exposure, cash collateralize such Letter of Credit Exposure as provided in Section 2.1, and (z) if any Borrowing Base Deficiency remains after cash collateralizing such Letter of Credit Exposure, prepay Term Borrowings in an aggregate principal amount equal to such remaining Borrowing Base Deficiency; or (B) prepay the Revolving Borrowings (and if any Outstanding Revolving Credit remains after prepaying all of the Revolving Borrowings as a result of a Letter of Credit Exposure, cash collateralize such Letter of Credit Exposure as provided in Section 2.1) and the Term Borrowings, on a pro rata basis, in proportion to the Outstanding Revolving Credit and the Total Term Loan Exposures outstanding at such time, in an aggregate amount equal to such Borrowing Base Deficiency; provided that any Term Loans may be prepaid on a less (but not greater) than a pro rata basis if agreed to by the Term Banks holding such Term Loans. The Borrower may not prepay any Term Loans under this Section 4.4 unless, after giving effect to such prepayment, Revolving Availability is greater than 20% of the Total Revolving Commitments and any such amounts that would otherwise have been paid in respect of Term Loans shall instead be applied as prepayments of Revolving Loans.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as in connection with a result of any reduction of the Borrowing Base Redetermination pursuant to Section 4.6 or Section 4.74.4 hereof), Borrower shall, within 30 ten (10) days following notice thereof from Administrative Agent, provide written notice (the “"Election Notice”") to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: either (a) within 45 thirty (30) days following the delivery of such the Election Notice, make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.5 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making three (3) consecutive mandatory prepayments of principal on the required portions Revolving Loan, each of which shall be in the amount of one-third (1/3rd) of the amount of such Borrowing Base Deficiency Deficiency, commencing on the dates required thereforfirst Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (bc) within 90 ninety (90) days following the delivery of such the Election Notice, submit (and pledge as collateral pursuant to Article V hereof) additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (cd) eliminate such deficiency by making six consecutive Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (c) above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base pursuant to Section 4.4 hereof which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall, within one (1) Domestic Business Day of such Redetermination, make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 or 2.15 and/or Section 4.74.6), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Revolving Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Revolving Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Super Majority Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Revolving Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments. Notwithstanding the foregoing, upon any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrower shall promptly, but in all events within two (2) Business Days after such Borrowing Base Deficiency first occurs (or earlier if required by such sections), make a mandatory prepayment of principal on the Revolving Loans and/or cash collateralize the Letter of Credit Exposure in accordance with Section 2.1(b), as applicable, in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency).

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 or 2.15 and/or Section 4.74.6), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Revolving Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Revolving Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Revolving Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments. Notwithstanding the foregoing, upon any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrower shall promptly, but in all events within two Business Days after such Borrowing Base Deficiency first occurs (or earlier if required by such sections), make a mandatory prepayment of principal on the Revolving Loans and/or cash collateralize the Letter of Credit Exposure in accordance with Section 2.1(b), as applicable, in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency).

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as in connection with a result of any reduction of the Borrowing Base pursuant to Section 4.6 or Section 4.7Devon Redetermination), Borrower shall, within 30 ninety (90) days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy date such Borrowing Base Deficiency, and Borrower shall thereafterDeficiency first occurs, at its option, do one or a combination of the following: either (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Noticeand, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.6 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required thereforDeficiency, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination a redetermination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion (but based on Administrative Agent's and each such Banks' customary procedures for evaluating oil and gas properties as such exist at such time) to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (b) above. Notwithstanding the foregoing, in the event a Borrowing Base Deficiency exists after giving effect to any Devon Redetermination, Borrower shall eliminate such Borrowing Base Deficiency by making six consecutive a single mandatory prepayments payment of principal on the Loans, each of which shall be Revolving Loan in an amount equal to the amount of one sixth of the entire amount of such Borrowing Base Deficiency, commencing on Deficiency within two (2) Domestic Business Days following the date that is 30 days after notice of on which such Borrowing Base Deficiency is delivered determined to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such paymentsexist.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as in connection with a result of any reduction of the Borrowing Base Redetermination pursuant to Section 4.6 or Section 4.74.4), Borrower Borrowers shall, within 30 ten (10) days following notice thereof from Administrative AgentLender, provide written notice (the “Election Notice”) to Administrative Agent Lender stating the action which Borrower proposes Borrowers propose to take to remedy such Borrowing Base Deficiency, and Borrower Borrowers shall thereafter, at its their option, do one or a combination of the following: either (a) within 45 thirty (30) days following the delivery of such the Election Notice, make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of principal on the Revolving Loan, each of which shall be in the amount of 1/6th of the amount of such Borrowing Base Deficiency, with a payment or payments to eliminate commencing on the remainder first Monthly Date following the delivery of such Borrowing Base Deficiency due the Election Notice, and continuing on each Monthly Date thereafter, (c) within 90 forty-five (45) days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit (and pledge as collateral pursuant to Article V) additional oil and gas properties owned by a Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem Lender deems sufficient in their its sole discretion to eliminate such Borrowing Base Deficiency, Deficiency or (d) eliminate such Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subsections (a) and (c) eliminate above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base pursuant to Section 4.4 which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrowers shall, within one (1) Domestic Business Day of such deficiency by making six consecutive Redetermination, make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as a result of any reduction of the Borrowing Base pursuant to Section 4.6 or Section 4.7an Asset Disposition), Borrower shall, within 30 thirty (30) days following notice thereof from Administrative Agent, provide written notice (the “"Election Notice”") to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: within ninety (a90) within 45 days following the delivery of such the Election Notice, either (a) make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.4 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required thereforDeficiency, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower through a combination of prepayments on the Revolving Loan and continuing thereafter on each monthly anniversary submission of such first paymentadditional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (b) above. Notwithstanding the foregoing, upon the consummation of any Asset Disposition (other than the sale of any Relinquished Property, but including the consummation of any Permitted Exchange and as otherwise provided in connection therewith, Borrower shall dedicate Section 8.15) which results in a sufficient amount Borrowing Base Deficiency (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.or increase in an existing Borrowing Base

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as in connection with a result of any reduction of the Borrowing Base Redetermination pursuant to Section 4.6 or Section 4.74.4 hereof), Borrower shall, within 30 ten (10) days following notice thereof from Administrative Agent, provide written notice (the “"Election Notice”") to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: either (a) within 45 thirty (30) days following the delivery of such the Election Notice, make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.5 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making three (3) consecutive mandatory prepayments of principal on the required portions Revolving Loan, each of which shall be in the amount of one-third (1/3rd) of the amount of such Borrowing Base Deficiency Deficiency, commencing on the dates required thereforfirst Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (bc) within 90 ninety (90) days following the delivery of such the Election Notice, submit (and pledge as collateral pursuant to Article V hereof) additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (cd) eliminate such deficiency by making six consecutive Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (c) above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base pursuant to Section 4.4 hereof which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall immediately make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as in connection with a result of any reduction of the Borrowing Base Redetermination pursuant to Section 4.6 or Section 4.74.4), Borrower shall, within 30 5 days following notice thereof from Administrative AgentLender, provide written notice (the “Election Notice”) to Administrative Agent Lender stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: either (a) within 45 20 days following the delivery of such the Election Notice, make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making 6 consecutive mandatory prepayments of principal on the Revolving Loan, each of which shall be in the amount of 1/6th of the amount of such Borrowing Base Deficiency, with a payment commencing on the first Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, or payments to eliminate the remainder of such Borrowing Base Deficiency due (c) within 90 20 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit (and pledge as collateral pursuant to Article V) additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem Lender deems sufficient in their its sole discretion to eliminate such Borrowing Base Deficiency. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base pursuant to Section 4.4 which results in a Borrowing Base Deficiency (or (c) eliminate such deficiency by making six consecutive increase in an existing Borrowing Base Deficiency), Borrower shall immediately make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency. In addition to the foregoing, commencing on until the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter eliminated, the Applicable Margin on each monthly anniversary of such first payment, and in connection therewith, Borrower the Revolving Loan shall dedicate a sufficient amount (as determined be increased by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments2.0%.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as in connection with a result of any reduction of the Borrowing Base Redetermination pursuant to Section 4.6 4.4 or Section 4.74.6 hereof), Borrower shall, within 30 ten (10) days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: either (a) within 45 thirty (30) days following the delivery of such the Election Notice, make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.5 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making three (3) consecutive mandatory prepayments of principal on the required portions Revolving Loan, each of which shall be in the amount of one-third (1/3rd) of the amount of such Borrowing Base Deficiency Deficiency, commencing on the dates required thereforfirst Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (bc) within 90 ninety (90) days following the delivery of such the Election Notice, submit (and pledge as collateral pursuant to Article V hereof) additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (cd) eliminate such deficiency by making six consecutive Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (c) above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base pursuant to Section 4.4 or Section 4.6 hereof which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall immediately make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction of adjustment to the Borrowing Base pursuant to Section 4.6 or Section 4.75.4), Borrower Borrowers shall, within 30 ten (10) days following notice thereof from Administrative Agent, Agent provide written notice (the “"Election Notice”") to Administrative Agent stating the action which Borrower proposes Borrowers propose to take to remedy such Borrowing Base Deficiency, and Borrower shall Borrowers shall, thereafter, at its their option, do one or a combination of the following: either (a) within 45 ten (10) days following the delivery of such Election Notice, make a prepayment of principal on the Loans Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Loans Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower Borrowers shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b3.1(b) as necessary to eliminate the required portions of 51 such Borrowing Base Deficiency on the dates required therefor, Deficiency; (b) within 90 thirty (30) days following the delivery of such Election Notice, submit additional oil and gas properties owned by a Borrower and its Restricted any of their Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem deems sufficient in their its sole discretion to eliminate such Borrowing Base Deficiency; or (c) eliminate such Borrowing Base Deficiency by making monthly mandatory prepayments of principal on the Loan, each of which shall be in an amount, and for a term (which shall not, in any event, exceed six (6) months) as determined by Administrative Agent in its sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower Borrowers shall (i) dedicate a sufficient amount (as determined by Administrative AgentAgent in its sole discretion) of the monthly cash flow from Borrower’s Borrowers' oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments, and (ii) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require with respect thereto. Notwithstanding the foregoing, upon any redetermination of the Borrowing Base pursuant to Section 5.4, which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrowers shall promptly, but in all events within two (2) Domestic Business Days after such Borrowing Base Deficiency first occurs, make a mandatory prepayment of principal on the Loan in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency).

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 or 2.15 and/or Section 4.74.6), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Revolving Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Revolving Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Super Majority Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Revolving Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s oil and the Restricted Subsidiaries’ Mineral Interests gas properties to satisfy such payments. Notwithstanding the foregoing, upon any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 which results in a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency), Borrower shall promptly, but in all events within two Business Days after such Borrowing Base Deficiency first occurs (or earlier if required by such sections), make a mandatory prepayment of principal on the Revolving Loans and/or cash collateralize the Letter of Credit Exposure in accordance with Section 2.1(b), as applicable, in an amount sufficient to eliminate such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency).

Borrowing Base Deficiency. If a Borrowing Base Deficiency exists at any time (other than as a result of any reduction and/or redetermination of the Borrowing Base pursuant to Section 4.6 or 2.15 and/or Section 4.74.6), Borrower shall, within 30 days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: (a) within 45 days following the delivery of such Election Notice, make a prepayment of principal on the Revolving Loans in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated by prepaying the Revolving Loans in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds to be held by Administrative Agent as security for outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required therefor, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Super Majority Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive mandatory prepayments of principal on the Loans, each of which shall be in the amount of one sixth of the amount of such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.or

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as a result of any reduction of the Borrowing Base pursuant to Section 4.6 or Section 4.7an Asset Disposition), Borrower shall, within 30 thirty (30) days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: within ninety (a90) within 45 days following the delivery of such the Election Notice, either (a) make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 5.4 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b3.1(b) as necessary to eliminate the required portions of such Borrowing Base Deficiency on the dates required thereforDeficiency, (b) within 90 days following the delivery of such Election Notice, submit additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (c) eliminate such deficiency by making six consecutive Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (b) above. Notwithstanding the foregoing, upon the consummation of any Asset Disposition (other than the sale of any Relinquished Property, but including the consummation of any Permitted Exchange and as otherwise provided in Section 9.14) which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall promptly, but in all events within two (2) Domestic Business Days after such Borrowing Base Deficiency first occurs, make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment. Furthermore, and in connection therewithnotwithstanding anything to the contrary contained herein, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) promptly make all mandatory prepayments of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such paymentsRevolving Loan required by Section 9.14.

Borrowing Base Deficiency. If To the extent a Borrowing Base Deficiency exists at after giving effect to any time Redetermination (other than as in connection with a result of any reduction of the Borrowing Base Redetermination pursuant to Section 4.6 or Section 4.74.5 hereof), Borrower shall, within 30 ten (10) days following notice thereof from Administrative Agent, provide written notice (the “Election Notice”)”) to Administrative Agent stating the action which Borrower proposes to take to remedy such Borrowing Base Deficiency, and Borrower shall thereafter, at its option, do one or a combination of the following: either (a) within 45 thirty (30) days following the delivery of such the Election Notice, make a prepayment or prepayments of principal on the Loans Revolving Loan in an amount sufficient to eliminate 50% of such Borrowing Base Deficiency, with a payment or payments to eliminate the remainder of such Borrowing Base Deficiency due within 90 days following the delivery of such Election Notice, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.6 by prepaying prepayment of the Loans Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such time or times deposit with Administrative Agent sufficient funds cash to be held by Administrative Agent as security for to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) 2.12 as necessary to eliminate such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making three (3) consecutive mandatory prepayments of principal on the required portions Revolving Loan, each of which shall be in the amount of one-third (1/3rd) of the amount of such Borrowing Base Deficiency Deficiency, commencing on the dates required thereforfirst Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (bc) within 90 ninety (90) days following the delivery of such the Election Notice, submit (and pledge as collateral pursuant to Article V hereof additional oil and gas properties owned by Borrower and its Restricted Subsidiaries for consideration in connection with the determination of the Borrowing Base which Administrative Agent and Required Banks deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency, or (cd) eliminate such deficiency by making six consecutive Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (c) above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base pursuant to Section 4.5 hereof which results in a Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall immediately make a mandatory prepayments prepayment of principal on the Loans, each of which shall be Revolving Loan in the an amount of one sixth of the amount of sufficient to eliminate such Borrowing Base Deficiency, commencing on the date that is 30 days after notice of such Borrowing Base Deficiency is delivered to Borrower and continuing thereafter on each monthly anniversary of such first payment, and in connection therewith, Borrower shall dedicate a sufficient amount (as determined by Administrative Agent) of the monthly cash flow from Borrower’s and the Restricted Subsidiaries’ Mineral Interests to satisfy such payments.