Common use of Elections to Mortgage Additional Oil and Gas Properties Clause in Contracts

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A) above, then (i) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, and (ii) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation of such properties (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 90% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A2.9(e)(i)(B) above, then (i1) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders having present with values which, determined by Administrative Agent and the Required Lenders in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, accordance with this Section 2.9 and (ii2) the Borrower or such Subsidiary shall execute, acknowledge execute and deliver to the Administrative Agent one or more Security Instruments Mortgages within thirty (30) 30 days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(12.9(e)(i)(A) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(12.9(e)(ii)(A)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(32.9(e)(i)(C) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments Mortgages as provided in Section 3.03(c)(ii)(B)(32.9(e)(ii)(C)). Together with such Security InstrumentsMortgages, the Borrower shall deliver or cause to the be delivered to Administrative Agent title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together Borrower is in compliance with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 90% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunderSection 7.14.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A2.8(e)(i)(B) above, then (i1) within fifteen (15) days following such election, the Borrower shall provide such properties as Properties shall be reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders having present with values which, determined by Administrative Agent and the Required Lenders in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, accordance with this Section 2.8 and (ii2) the Borrower or such Subsidiary other Loan Party shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments Mortgages within thirty (30) 30 days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by Administrative Agent not to exceed 60 total days after Borrower’s receipt of the Administrative AgentBorrowing Base Deficiency Notice); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(12.8(e)(i)(A) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(12.8(e)(ii)(A)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(32.8(e)(i)(C) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments Mortgages as provided in Section 3.03(c)(ii)(B)(32.8(e)(i)(B)). Together with such Security InstrumentsMortgages, the Borrower Xxxxxxxx shall deliver to the Administrative Agent title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory acceptable title information on at least 90% of regarding the total value of the total value of the proved Proved Oil and Gas Properties evaluated by of Borrower and its Restricted Subsidiaries that in the most recent aggregate represent not less than Required Reserve Report and which are required to be Mortgaged Properties hereunderValue.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A2.9(e)(i)(B) above, then (i1) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders having present with values which, determined by Administrative Agent and the Required Lenders in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, accordance with this Section 2.9 and (ii2) the Borrower or such Subsidiary shall execute, acknowledge execute and deliver to the Administrative Agent one or more Security Instruments Mortgages within thirty (30) 30 days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(12.9(e)(i)(A) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(12.9(e)(ii)(A)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(32.9(e)(i)(C) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments Mortgages as provided in Section 3.03(c)(ii)(B)(32.9(e)(ii)(C)). Together with such Security InstrumentsMortgages, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory acceptable title information on at least 90regarding the Oil and Gas Properties of Borrower and its Subsidiaries that in the aggregate represent not less than 80% of the total value Recognized Value of the total value of the proved all Proved Oil and Gas Properties evaluated by in the most recent Reserve Report and which are required to be Mortgaged Properties hereunderReport.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A3.03(c)(ii)(A)(2) above, then (iI) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good good-faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal sufficient to the total Revolving Credit Exposureseliminate such Borrowing Base Deficiency, and (iiII) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data reasonably acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least ninety percent (90% %) of the total value of the total value of the proved Proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A3.03(c)(ii)(A)(2) above, then (iI) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith goodfaith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, and (iiII) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data reasonably acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 9085% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A3.04(c)(ii)(A)(II) above, then (i1) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good good-faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, and (ii2) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(13.04(c)(ii)(A)(I) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(13.04(c)(ii)(B)(I)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(33.04(c)(ii)(A)(III) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(33.04(c)(ii)(B)(III)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 9080% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A3.03(c)(ii)(A)(2) above, then (iI) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good good-faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, and (iiII) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data reasonably acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 9085% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A) above, then (i) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, and (ii) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation of such properties (or such longer time as determined by the Administrative Agent); provided, however however, that (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 9085% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A) above, then (i) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, and (ii) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation of such properties (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 9085% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A3.03(c)(ii)(A)(2) above, then (iI) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good good-faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, and (iiII) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data reasonably acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 9085% of the total value of the total value of the proved Proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A2.8(e)(i)(B) above, then (i1) within fifteen (15) days following such election, the Borrower shall provide such properties as Properties shall be reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders having present with values which, determined by Administrative Agent and the Required Lenders in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, accordance with this Section 2.8 and (ii2) the Borrower or such Subsidiary other Loan Party shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments Mortgages within thirty (30) 30 days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by Administrative Agent not to exceed 60 total days after Borrower’s receipt of the Administrative AgentBorrowing Base Deficiency Notice); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(12.8(e)(i)(A) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(12.8(e)(ii)(A)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to Administrative Agent and the Majority Revolving Credit Required Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(32.8(e)(i)(C) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments Mortgages as provided in Section 3.03(c)(ii)(B)(32.8(e)(i)(B)). Together with such Security InstrumentsMortgages, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory acceptable title information on at least 90% of regarding the total value of the total value of the proved Proved Oil and Gas Properties evaluated by of Borrower and its Restricted Subsidiaries that in the most recent aggregate represent not less than Required Reserve Report and which are required to be Mortgaged Properties hereunderValue.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A3.03(c)(ii)(A)(2) above, then (iI) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good good-faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal sufficient to the total Revolving Credit Exposureseliminate such Borrowing Base Deficiency, and (iiII) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation 's receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data reasonably acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least ninety percent (90% %) of the total value of the total value of the proved Proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A2.9(f)(i)(B) above, then (i1) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present Lender with values which, determined by Lender in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, accordance with this Section 2.9 and (ii2) the Borrower or such Subsidiary or such other Obligated Party shall execute, acknowledge and deliver to the Administrative Agent Lender one or more Security Instruments Mortgages within thirty (30) days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative AgentLender); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit LendersLender, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(12.9(f)(i)(A) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(12.9(f)(ii)(A)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders Lender are insufficient to eliminate the Borrowing Base deficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(32.9(f)(i)(C) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments Mortgages as provided in Section 3.03(c)(ii)(B)(32.9(f)(ii)(C)). Together with such Security InstrumentsMortgages, the Borrower shall deliver to the Administrative Agent Lender title opinions and/or other title information and data acceptable to the Administrative Agent Lender such that the Administrative Agent Lender shall have received, together with the title information previously delivered to the Administrative AgentLender, satisfactory acceptable title information on at least 90regarding the Oil and Gas Properties of Borrower and its Subsidiaries and the other Obligated Parties that in the aggregate represent not less than 80% of the total value Recognized Value of the total value of the proved all Oil and Gas Properties evaluated by in the most recent Reserve Report and which that are required to be Mortgaged Properties hereunderencumbered by the Mortgages.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects Borrowers elect to provide mortgage additional Oil oil and Gas Properties gas properties in accordance with Section 3.03(c)(ii)(A2.7(d)(i)(B) above, then (i1) within fifteen (15) days following such election, the Borrower shall provide such properties as shall must be reasonably acceptable to the Majority Revolving Credit Lenders having present Lender with values which, determined by the Lender in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the total Revolving Credit Exposures, accordance with this Section 2.7 and (ii2) the Borrower or such Subsidiary applicable Borrower(s) shall execute, acknowledge and deliver to the Administrative Agent Lender one or more Security Instruments mortgages or deeds of trust, in form and substance satisfactory to the Lender, within thirty (30) days after the Borrower’s designation Borrowers’ receipt of such properties the Borrowing Base deficiency notice (or such longer time as determined by the Administrative AgentLender); provided, however (x) if none of the additional Oil oil and Gas Properties gas properties offered by the Borrower Borrowers are reasonably not acceptable to the Majority Revolving Credit LendersLender, the Borrower Borrowers shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(12.7(d)(i)(A) (and Borrower the Borrowers shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(12.7(d)(ii)(A)); and (y) if the aggregate present values of additional Oil oil and Gas Properties gas properties which are reasonably acceptable to the Majority Revolving Credit Lenders Lender are insufficient to eliminate the Borrowing Base deficiency, then the Borrower Borrowers shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(32.7(d)(i)(C) (and the Borrower Borrowers shall make prepayment and deliver or cause to be delivered one or more Security Instruments mortgages or deeds of trust as provided in Section 3.03(c)(ii)(B)(32.7(d)(ii)(C)). Together with such Security Instrumentsmortgages and deeds of trust, the Borrower Borrowers shall deliver to the Administrative Agent Lender title opinions and/or other title information and data acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, satisfactory title information on at least 90% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunderLender.

Elections to Mortgage Additional Oil and Gas Properties. If the Borrower elects to provide mortgage additional Oil and Gas Properties in accordance with Section 3.03(c)(ii)(A3.03(c)(ii)(A)(2) above, then (iI) within fifteen (15) days following such election, the Borrower shall provide such properties as shall be reasonably acceptable to the Majority Revolving Credit Lenders having present values which, in the reasonable opinion of the Majority Revolving Credit Lenders, based upon the Majority Revolving Credit Lenders’ good faith goodfaith evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to by an amount at least equal to the total Revolving Credit Exposuressuch Borrowing Base Deficiency, and (iiII) the Borrower or such Subsidiary shall execute, acknowledge and deliver to the Administrative Agent one or more Security Instruments within thirty (30) days after the Borrower’s designation receipt of such properties the Borrowing Base Deficiency Notice (or such longer time as determined by the Administrative Agent); provided, however (x) if none of the additional Oil and Gas Properties offered by the Borrower are reasonably acceptable to the Majority Revolving Credit Lenders, the Borrower shall be deemed to have elected the prepayment option specified in Section 3.03(c)(ii)(A)(1) (and Borrower shall make such prepayment in accordance with Section 3.03(c)(ii)(B)(1)); and (y) if the aggregate present values of additional Oil and Gas Properties which are reasonably acceptable to the Majority Revolving Credit Lenders are insufficient to eliminate the Borrowing Base deficiencyDeficiency, then the Borrower shall be deemed to have selected the option specified in Section 3.03(c)(ii)(A)(3) (and the Borrower shall make prepayment and deliver or cause to be delivered one or more Security Instruments as provided in Section 3.03(c)(ii)(B)(3)). Together with such Security Instruments, the Borrower shall deliver to the Administrative Agent title opinions and/or other title information and data reasonably acceptable to the Administrative Agent such that the Administrative Agent shall have received, together with the title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 9085% of the total value of the total value of the proved Oil and Gas Properties evaluated by the most recent Reserve Report and which are required to be Mortgaged Properties hereunder.