Common use of Borrowing Base Shortfall Clause in Contracts

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

Borrowing Base Shortfall. If at any time there occurs a Borrowing Base Shortfall, the Agent may, at the direction of the Majority Lenders, shall deliver to the Borrower a notice setting out the amount of the Borrowing Base Shortfall (the “Shortfall Notice”). Upon receipt of the Shortfall Notice, the Borrower will do one of the following or a combination thereof:‌thereof, (A) immediately, in the case of a re-determination relating to a disposition of assets and (B) in all other cases, within 60 days after receipt of the Shortfall Notice: (i) reduce the Obligations under the Credit Facilities by the amount of the Borrowing Base Shortfall within 60 days of receipt of the Shortfall NoticeShortfall, with the proceeds of such reduction to be paid to the Syndicated Facility Lenders and the Operating Lender on a pro rata basis based on the Canadian Dollar Exchange Equivalent of the Aggregate Principal Amount of each such Credit Facility; (ii) eliminate the Borrowing Base Shortfall by providing in favour of the Agent for and on behalf of the Lenders and the Swap Lenders additional security, such security to be in form and substance acceptable to the Lenders, in their sole discretion, to be delivered by the Borrower to the Agent for and on behalf of the Lenders within 60 days of receipt of the Shortfall NoticeLenders; or (iii) eliminate the Borrowing Base Shortfall within 60 days of receipt of the Shortfall Notice by such other means as are acceptable to the Lenders, including adding additional P&NG Rights acceptable to the Lenders Lenders, in their sole discretion (provided that any additional oil and gas assets offered as security will be evaluated by each Lender in accordance with its normal oil and gas evaluation parameters for a loan of this nature) to the Borrowing Base Properties or by making a prepayment in accordance with Section 3.6(f)3.6. If the Borrowing Base Shortfall is not eliminated as required above within the requisite period prescribed above, such failure shall be an Event of Default for the purposes of this Agreement at the end of such prescribed period. Notwithstanding the foregoing provisions of this Section 3.6(c3.5(c), nothing herein contained will affect or modify the rights of the Lenders under the Loan Documents or the obligations of the Borrower thereunder.

Borrowing Base Shortfall. If at any time there occurs a time, the Borrowing Base is, or any redetermination thereof hereunder by the Lenders results in it being, less than the aggregate of the Advances (determined in Cdn.$ with all Advances in U.S.$ being converted to the Canadian Dollar Equivalent thereof, and with such deficiency amount being referred to as the "Borrowing Base Shortfall"), the Agent may, at the direction then any undrawn portion of the Majority Lenders, deliver Facility shall cease to be available to the Borrower a notice setting out and the Total Commitment shall be reduced to an amount of equal to the Borrowing Base Shortfall (the “Shortfall Notice”)Base. Upon receipt of the Shortfall NoticeIn addition, the Borrower will do one of the following or a combination thereof:‌ shall within sixty (i60) reduce the Obligations under the Credit Facilities by the amount of the Borrowing Base Shortfall within 60 days of from their receipt of notice in writing from the Shortfall Notice, with Agent (the proceeds of such reduction to be paid to the Syndicated Facility Lenders and the Operating Lender on a pro rata basis based on the Canadian Dollar Exchange Equivalent of the Aggregate Principal Amount of each such Credit Facility; (ii"BBS Cure Period") eliminate the Borrowing Base Shortfall by: (a) providing the Agent, or causing a Material Subsidiary to provide the Agent, with additional security for the Obligations in form, substance, amount and in respect of assets satisfactory to the Required Lenders in their sole discretion (provided that any additional oil and gas assets offered as security will be evaluated by providing the Lenders in favour accordance with their normal oil and gas evaluation parameters); and/or (b) by effecting a permanent repayment of Advances under the Syndicated Facility or the Working Capital Facility, as applicable. During the BBS Cure Period, (c) except as provided in Section 9.6, the Borrower shall not be entitled to make any royalty payments or any payment on inter-company notes or any other Distributions to the Trust without the prior written consent of the Agent for and on behalf Lenders; and (d) the Lenders shall not be obligated to make any further Advances available under this Agreement (other than Conversions or Rollovers which do not increase the Outstandings or, without the prior written consent of the Lenders and the Swap Lenders additional security, such security to be in form and substance acceptable to the Required Lenders, extend any Outstandings beyond the end of the BBS Cure Period); provided however, if in their discretionorder to comply with (ii) above, it is necessary to be delivered by repay a Bankers' Acceptance or Notional Bankers' Acceptances prior to its maturity date, the Borrower shall be entitled to pay such amount to the Agent for deposit into a cash collateral account, such account to be maintained by and on behalf in the name of the Lenders within 60 days Agent, to be held as Security for the payment of receipt of the Shortfall Notice; or (iii) eliminate the Borrowing Base Shortfall Shortfall, or any portion thereof. If the Borrower fails to comply with the foregoing within 60 days the BBS Cure Period, such failure shall be an Event of receipt Default for the purposes of this Agreement. If the Borrower complies with the foregoing to the satisfaction of the Shortfall Notice by such other means as are acceptable Required Lenders within the BBS Cure Period, then the undrawn credit hereunder shall again become available on the terms and conditions hereunder to the Lenders, including adding additional P&NG Rights acceptable to extent of the Lenders to the Borrowing Base Properties or Total Commitment reduced by making a prepayment any permanent repayments effected in accordance with Section 3.6(f). Notwithstanding the foregoing provisions of this Section 3.6(c4.3(d), nothing herein contained will affect or modify the rights of . All amounts paid to the Lenders under pursuant to this Section 4.3(d) shall be applied in the Documents or the obligations of the Borrower thereundermanner provided for in Section 11.1.

Borrowing Base Shortfall. (a) If at any time there occurs a time, other than as provided by Section 2.18, any redetermination of the Borrowing Base results in Borrowing Base Obligations exceeding the Borrowing Base (such difference being the "Borrowing Base Shortfall") then, the Agent may, at the direction of the Majority Lenders, deliver to the Borrower a notice setting out the amount unless repayment of the Borrowing Base Shortfall (has been demanded by the “Shortfall Notice”). Upon receipt of the Shortfall NoticeAdministrative Agent, the Borrower will do one of the following or a combination thereof:‌thereof within ninety (90) days of the occurrence of such Borrowing Base Shortfall: (i) reduce the Obligations under the Credit Facilities by the amount of the Borrowing Base Shortfall within 60 days of receipt of the Shortfall Notice, with the proceeds of such reduction to be paid to the Syndicated Facility Lenders and the Operating Lender total Commitment (on a pro rata basis based on the Canadian Dollar Exchange Equivalent total Outstanding Principal under the Revolving Facility and on the total Outstanding Principal under the Operating Facility) by the amount of the Aggregate Borrowing Base Shortfall; or (ii) request an increase in the Borrowing Base by adding additional petroleum and natural gas reserves to the Reserve Borrowing Base such that the existing Borrowing Base Shortfall will no longer exist upon giving effect to such increase. Any request to increase the Borrowing Base pursuant to this Section will be in writing and will be accompanied by the delivery of proposed Security over additional assets of the Borrower and Restricted Subsidiaries and such other information as the Lenders may request. All of the Lenders will determine in their sole discretion whether they are satisfied that the proposed Security and additional assets are adequate to allow the requested increase in the Borrowing Base and will advise the Administrative Agent of such determination as soon as possible. If the request of the Borrower to increase the Borrowing Base is rejected by any Lender, the Borrower will repay such Borrowing Base Shortfall within the said ninety (90) days in accordance with this Section 2.16. For certainty, any Lender that has been termed out pursuant to Sections 2.15(i) or 2.17 will also be entitled to its pro rata share of the payment of the Borrowing Base Shortfall based on the Outstanding Principal Amount of each such Lender. (b) Until a Borrowing Base Shortfall is eliminated as required by Section 2.16(a): (i) no Drawdowns (other than Conversions and Rollovers) or Advances under the Credit FacilityFacility will be available without the prior unanimous approval of the Lenders; (ii) eliminate no assets of the Borrower and Restricted Subsidiaries used in the determination of the Borrowing Base may be disposed of without the prior unanimous approval of the Lenders, such approval not to be unreasonably withheld; and (iii) subject to the exception in Section 11.2(h), no Distributions will be made until the Borrowing Base Shortfall by providing in favour of the Agent for and on behalf of the Lenders and the Swap Lenders additional security, such security to be in form and substance acceptable to the Lenders, in their discretion, to be delivered by the Borrower to the Agent for and on behalf of the Lenders within 60 days of receipt of the Shortfall Notice; or (iii) eliminate the Borrowing Base Shortfall within 60 days of receipt of the Shortfall Notice by such other means as are acceptable to the Lenders, including adding additional P&NG Rights acceptable to the Lenders to the Borrowing Base Properties or by making a prepayment has been eliminated in accordance with Section 3.6(f2.16(a). Notwithstanding the foregoing provisions of this Section 3.6(c), nothing herein contained will affect or modify the rights of the Lenders under the Documents or the obligations of the Borrower thereunder.