Common use of Mandatory Prepayments due to Borrowing Base Deficiency Clause in Contracts

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its other Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that, if the Borrower (x) chooses, by written notice to the Administrative Agent within such five (5) Business Day period, to make such repayment by means of a Capital Call (which notice shall include a certification by a Financial Officer that the uncalled capital commitments of the Borrower at such time, excluding uncalled capital commitments of Defaulted Investors, exceed the amount of such Borrowing Base Deficiency), the Borrower shall have thirty (30) Business Days to cure the Borrowing Base Deficiency (which 30-Business Day period shall include the five (5) Business Days permitted for delivery of such written notice to the Administrative Agent) and (y) makes the Capital Call to its Investors (as defined in the Guarantee and Security Agreement) within ten (10) Business Days of the date of notice to the Administrative Agent (and provides the Administrative Agent with written evidence of the Capital Call notice within two (2) Business Days of such notice being sent); and provided further that (i) the aggregate amount of such prepayment of Revolving Loans (and cover Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent Lenders with a reasonably feasible plan (other than the use of a Capital Call as described above) acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall existexist with respect to a Borrower, the such Borrower shall (x) prepay the Revolving (subject to Sections 2.09(e) and (f)) its Loans (and/or provide cover for the Letters of Credit issued on such Borrower’s behalf as contemplated by Section 2.05(l2.04(k)), or (y) reduce its other Indebtedness that is included in the Covered Debt Amount of such Borrower, in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly curedcured and; provided that (i) the aggregate amount of such prepayment of Revolving Loans made to such Borrower (and cover for Letters of CreditCredit issued on behalf of such Borrower) shall be at least equal to the such Borrower’s Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures with respect to such Borrower as compared to its other Indebtedness that is included in the Covered Debt AmountAmount of such Borrower) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, Amount of such Borrower and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the such Borrower has knowledge of such Borrowing Base Deficiency), the such Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the such Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).. 69

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall existthe amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay the Revolving Loans (and/or and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as the Borrower may reasonably determineprepayments set forth above in this Section 2.09(b), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period); provided, provided further, that solely to the extent such Borrowing Base Deficiency is due a result of the failure of the Borrowing Base to a failure include the minimum Senior Investments required pursuant to satisfy the requirements of Section 5.13(i5.13(e) as a consequence because of a change in either (xi) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (yii) the Relevant Asset Coverage Ratio from one (1) quarterly period to the nextRatio, such thirty (30) -Business Day period shall be extended to a forty-five (45) by an additional 15 Business Day period Days solely with respect to compliance with Section 5.13(i5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness), provided that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or or provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)), or either (y) if the aggregate Revolving Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is greater than zero, in addition to prepaying the Loans (and providing cover for Letters of Credit) pursuant to the immediately succeeding proviso, reduce its Other Secured Indebtedness and, only if such reduction of Other Secured Indebtedness is insufficient to cure any Borrowing Base Deficiency, Permitted Indebtedness (other than Other Secured Indebtedness), Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) (in each case, that is included in the Covered Debt Amount Amount), or (z) if the aggregate Revolving Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is not greater than zero, reduce Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) (in each case, that is included in the Covered Debt Amount), in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; , provided that (i) in the case of clause (y), the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its Other Secured Indebtedness, other Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness, and Indebtedness that is included in the Covered Debt Amount, incurred pursuant to Section 6.01(g) and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall existthe amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall prepay and reduce (or cause to be prepaid and reduced) the Covered Debt Amount so that the Borrowing Base Deficiency is promptly cured; provided provided, that (i) the aggregate amount of if within such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan which plan is reasonably satisfactory to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Default under Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i7.01(a).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Syndicated Loans and/or the Term Loans (and/or subject to Section 2.10(e)(ii), at the option of the Borrower) (or provide cover for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its other Other Covered Indebtedness that is included in (among such components thereof determined by the Covered Debt Amount Borrower) in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly curedcured within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency); provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s and Term Loans’ ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Other Covered Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present to the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business 30)-Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately within such five (5) Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i5.13(a)(vi) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) -Business Day period shall be extended to a forty45-five (45) Business Day period solely with respect to compliance with Section 5.13(i5.13(a)(vi).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (but subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan)) , then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided cured (and, as among the Loans and the Other Covered Indebtedness that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be is Secured Longer-Term Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such indebtedness) as compared to its other payments of Loans in relation to Other Covered Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness Secured Longer-Term Indebtedness); provided, that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan which plan is reasonably satisfactory to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or or provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)), or either (y) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is greater than zero, in addition to prepaying the Loans (and providing cover for Letters of Credit) pursuant to the immediately succeeding proviso, reduce its Other Secured Indebtedness and, only if such reduction of Other Secured Indebtedness is insufficient to cure any Borrowing Base Deficiency, Permitted Indebtedness (other than Other Secured Indebtedness), Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) (in each case, that is included in the Covered Debt Amount Amount), or (z) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is not greater than zero, reduce Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness or Indebtedness incurred pursuant to Section 6.01(g) (in each case, that is included in the Covered Debt Amount), in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; , provided that (i) in the case of clause (y), the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its Other Secured Indebtedness, other Permitted Indebtedness, Special Longer Term Unsecured Indebtedness, Shorter Term Unsecured Indebtedness, and Indebtedness that is included in the Covered Debt Amount, incurred pursuant to Section 6.01(g) and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent Lenders with a reasonably feasible plan acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall (A) include the five (5) Business Days permitted for delivery of such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty 30-Business Day period (or any extended period consented to by the Administrative Agent in its sole discretion). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.12(e) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30) -Business Day period; provided. For clarity, further, in the event that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base not cured prior to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, end of such thirty (30) 5-Business Day period shall be extended to a forty(or, if applicable, such 30-five (45) Business Day period solely with respect or any extended period consented to compliance with Section 5.13(iby the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total Dollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided provided, that (i) as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) on the one hand and the Other Covered Indebtedness on the other hand, such prepayment shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.09(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(cd) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (but subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan to that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total Dollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided provided, that (i) as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) on the one hand and the Other Covered Indebtedness on the other hand, such prepayment shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.09(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total Dollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided provided, that (i) as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) on the one hand and the Other Covered Indebtedness on the other hand, such prepayment shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.09(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; , provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) provided, however that if within 5 business days of the occurrence of any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as plan. Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty (30) 30- Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (but subject to Section 2.08(f)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall (subject to Section 2.08(f)) either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan)) , then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(d)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days the Borrower shall prepay(subject to Section 2.08(d)) either prepay (x) the Revolving Loans or reduceso that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; , provided that (i) the aggregate (and, as among the Loans and the Other Covered Indebtedness, at least ratably (based on the outstanding principal amount of such prepayment prepaymentIndebtedness) as to payments of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the thein relation to Other Covered Debt AmountAmountIndebtedness), (ii) provided, however that if within such 5 business days of the occurrence of any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)DeficiencyBusiness Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan to that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall existexist with respect to a Borrower, the such Borrower shall (x) prepay the Revolving (subject to Sections 2.09(e) and (f)) its Loans (and/or provide cover for the Letters of Credit issued on such Borrower’s behalf as contemplated by Section 2.05(l2.04(k)), or (y) reduce its other Indebtedness that is included in the Covered Debt Amount of such Borrower, in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly curedcured and; provided that (i) the aggregate amount of such prepayment of Revolving Loans made to such Borrower (and cover for Letters of CreditCredit issued on behalf of such Borrower) shall be at least equal to the such Borrower’s Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures with respect to such Borrower as compared to its other Indebtedness that is included in the Covered Debt AmountAmount of such Borrower) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, Amount of such Borrower and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Exhibit 10.21 Base Deficiency (and/or at such other times as the such Borrower has knowledge of such Borrowing Base Deficiency), the such Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the such Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall existthe amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay the Revolving Loans (and/or and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than five (5) Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) -Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the Borrower may reasonably determine)avoidance of doubt, so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).limitations as

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent Lenders with a reasonably feasible plan acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall (A) include the five (5) Business Days permitted for delivery of such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty 30-Business Day period (or any extended period consented to by the Administrative Agent in its sole discretion). Notwithstanding the foregoing, the Borrower shall pay interest in accordance BUSINESS.29259741.231546920 with Section 2.12(e) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30) -Business Day period; provided. For clarity, further, in the event that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base not cured prior to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, end of such thirty (30) 5-Business Day period shall be extended to a forty-five (45) or, if applicable, such 30- Business Day period solely with respect or any extended period consented to compliance with Section 5.13(iby the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on Percentage times the outstanding principal amount aggregate prepayment of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) ; provided, however that if within 5 business days of the aggregate prepayment and reduction occurrence of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present to the Administrative Agent with a reasonably feasible plan to that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as plan. Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty (30) 30- Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness that is included payments of Loans in the relation to Other Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt AmountIndebtedness); provided, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of that, if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan) (provided, however, that with respect to any Borrowing Base Deficiency occurring during the period from and including the Amendment No. 3 Effective Date to and including the Covid Relief Termination Date, instead of a 30-Business Day cure period, a 10 Business Day cure period shall apply), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an immediate Event of Default under Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i7.01(a).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall existthe amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay the Revolving Loans (and/or and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.09(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan (determined by the Borrower in good faith) to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business Day period shall include the five (5) be subject to extension beyond 30 Business Days permitted for with the consent of the Administrative Agent in its sole discretion) after delivery of such plan)the applicable Borrowing Base Certificate, then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day periodperiod (or such extended period consented to by the Administrative Agent in its sole discretion); provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i5.13(hi) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i5.13(hi).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its 767537780 70 Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent Lenders with a reasonably feasible plan acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall (A) include the five (5) Business Days permitted for delivery of such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty 30-Business Day period (or any extended period consented to by the Administrative Agent in its sole discretion). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.12(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30) -Business Day period; provided. For clarity, further, in the event that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base not cured prior to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, end of such thirty (30) 5-Business Day period shall be extended to a forty(or, if applicable, such 30-five (45) Business Day period solely with respect or any extended period consented to compliance with Section 5.13(iby the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or or provide cover for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its other Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; cured within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Other Covered Debt AmountIndebtedness, (ii) any payment or repayment of Revolving Loans denominated in Dollars such prepayment shall be made and applied ratably (among the Classes of Loans based on upon the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders thereof and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), ) then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected within such five Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as as, in any event, such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, provided that solely such 30-Business Day period shall be extended by an additional 15 Business Days to the extent such Borrowing Base Deficiency is due a result of the failure of the Borrowing Base to a failure include the minimum Senior Investments required pursuant to satisfy the requirements of Section 5.13(i5.13(k) as a consequence because of a change in either (xi) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (yii) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Ratio.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, then, within 5 Business Days, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit LC Exposure as contemplated by Section 2.05(l2.04(k)), or and may (i) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is greater than zero, in addition to prepaying the Loans (and/or providing cover for LC Exposure) pursuant to the immediately succeeding proviso, reduce its other the Permitted Indebtedness, Contemplated Bond Indebtedness, Shorter Term Unsecured Indebtedness, and/or Indebtedness that is incurred pursuant to Section 6.01(g) (in each case, to the extent included in the Covered Debt Amount Amount), or (ii) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is not greater than zero, reduce the Permitted Indebtedness, Contemplated Bond Indebtedness, Shorter Term Unsecured Indebtedness, or Indebtedness incurred pursuant to Section 6.01(g) (in each case, to the extent included in the Covered Debt Amount), in each case in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; provided that (A) in the case of clause (i) above, the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of CreditLC Exposure) shall be at least equal to the Revolving aggregate Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Permitted Indebtedness, Contemplated Bond Indebtedness, Shorter Term Unsecured Indebtedness, and/or Indebtedness that is included in the Covered Debt Amount, (iiincurred pursuant to Section 6.01(g) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iiiB) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately within such 5- Business Day period but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that that, solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i5.13(g) as a consequence of a change in either (xy) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (yz) the Relevant Asset Coverage Ratio from one (1) quarterly period Quarterly Period to the next, such thirty (30) -Business Day period shall be extended to a forty45-five (45) Business Day period solely with respect to compliance with Section 5.13(i5.13(g).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall existthe amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay the Revolving Loans (and/or and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than five (5) Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) -Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as the Borrower may reasonably determineprepayments set forth above in this Section 2.09(b), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period); provided, provided further, that solely to the extent such Borrowing Base Deficiency is due a result of the failure of the Borrowing Base to a failure include the minimum Senior Investments required pursuant to satisfy the requirements of Section 5.13(i5.13(e) as a consequence because of a change in either (xi) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (yii) the Relevant Asset Coverage Ratio from one (1) quarterly period to the nextRatio, such thirty (30) -Business Day period shall be extended to a forty-five (45) by an additional 15 Business Day period Days solely with respect to compliance with Section 5.13(i5.13(e). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan (determined by the Borrower in good faith) to enable such Borrowing Base Deficiency to be cured within thirty ten (3010) Business Days (which thirty (30) 10-Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (and/or cash collateralizationwith such modifications as the Borrower may reasonably determine), reduction so long as such Borrowing Base Deficiency is cured within such ten (10)-Business Day period; provided, further, that, if, within five (5) Business Days (or addition of assets to the extent the Borrower delivers a plan to the Administrative Agent in accordance with clause (ii) above, ten (10) Business Days) after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Administrative Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as applicable, permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business 30)-Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (but subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total Dollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided provided, that (i) as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) on the one hand and the Other Covered Indebtedness on the other hand, such prepayment shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for 66 delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.09(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its other Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that, if the Borrower (x) chooses, by written notice to the Administrative Agent within such five (5) Business Day period, to make such repayment by means of a Capital Call (which notice shall include a certification by a Financial Officer that the uncalled capital commitments of the Borrower at such time, excluding uncalled capital commitments of Defaulted Investors, exceed the amount of such Borrowing Base Deficiency), the Borrower shall have thirty (30) Business Days to cure the Borrowing Base Deficiency (which 30-Business Day period shall include the five (5) Business Days permitted for delivery of such written notice to the Administrative Agent) and (y) makes the Capital Call to its Investors (as defined in the Guarantee and Security Agreement) within ten (10) Business Days of the date of notice to the Administrative Agent (and provides the Administrative Agent with written evidence of the Capital Call notice within two (2) Business Days of such notice being sent); and provided further that (i) the aggregate amount of such prepayment of Revolving Loans (and cover Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent Lenders with a reasonably feasible plan (other than the use of a Capital Call as described above) acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).. 50 Revolving Credit Agreement

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total Dollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the 000000000000.00.XXXXXXXX US\20318313.19 Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided provided, that (i) as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) on the one hand and the Other Covered Indebtedness on the other hand, such prepayment shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.09(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall existthe amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay the Revolving Loans (and/or and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as the Borrower may reasonably determineprepayments set forth above in this Section 2.09(b), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period); provided, provided further, that solely to the extent such Borrowing Base Deficiency is due a result of the failure of the Borrowing Base to a failure include the minimum Senior Investments required pursuant to satisfy the requirements of Section 5.13(i5.13(e) as a consequence because of a change in either (xi) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (yii) the Relevant Asset Coverage Ratio from one (1) quarterly period to the nextRatio, such thirty (30) -Business Day period shall be extended to a forty-five (45) by an additional 15 Business Day period Days solely with respect to compliance with Section 5.13(i5.13(e).. Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under clause (a) of Article VII. (c)

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; , provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) provided, however that if within 5 business days of the occurrence of any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present to the Administrative Agent with a reasonably feasible plan to that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as plan. Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty (30) 30- Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan (determined by the Borrower in good faith) to enable such Borrowing Base Deficiency to be cured within thirty ten (3010) Business Days (which thirty (30) 10-Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (and/or cash collateralizationwith such modifications as the Borrower may reasonably determine), reduction so long as such Borrowing Base Deficiency is cured within such ten (10)-Business Day period; provided, further, that, if, within five (5) Business Days (or addition of assets to the extent the Borrower delivers a plan to the Administrative Agent in accordance with clause (ii) above, ten (10) Business Days) after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Administrative Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as applicable, permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business 30)-Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).. 60 Revolving Credit Agreement

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall existthe amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay the Revolving Loans (and/or and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount Secured Longer-Term Indebtedness in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness that is Secured Longer-Term Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as the Borrower may reasonably determineprepayments set forth above in this Section 2.09(b), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period); provided, provided further, that solely to the extent such Borrowing Base Deficiency is due a result of the failure of the Borrowing Base to a failure include the minimum Senior Investments required pursuant to satisfy the requirements of Section 5.13(i5.13(e) as a consequence because of a change in either (xi) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (yii) the Relevant Asset Coverage Ratio from one (1) quarterly period to the nextRatio, such thirty (30) -Business Day period shall be extended to a forty-five (45) by an additional 15 Business Day period Days solely with respect to compliance with Section 5.13(i5.13(e).. Notwithstanding the foregoing,

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan which plan is reasonably satisfactory to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan)) , then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan which plan is reasonably satisfactory to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall existexist (including, without limitation, as a result of an Exclusion Event), within five Business Days the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such the Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal , to the Revolving Credit Exposure’s ratable share (extent that funds are available for prepayment in the Control Accounts. If it is necessary to call capital to make such ratable share being determined based on the outstanding principal amount prepayment, Borrower will, within 3 Business Days of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge occurrence of such Borrowing Base Deficiency), issue a Capital Call Notice to the Borrower shall present Investors (with a copy to the Administrative Agent Agent) in an amount sufficient, together with all amounts on deposit in the Control Accounts, to remedy such Borrowing Base Deficiency and such prepayment or reduction shall be effected within 12 Business Days of the issuance of such Capital Call Notice. If the remaining Unfunded Capital Commitments together with funds on deposit in the Control Accounts are insufficient to remedy such Borrowing Base Deficiency, in addition to the foregoing, Borrower will deliver a reasonably feasible plan regarding sale or liquidation of Portfolio Investments or otherwise, that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the a five (5) Business Days permitted for delivery of such plan), then and such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (plan, together with such modifications as the application of funds on deposit in Control Accounts and the proceeds of the Capital Call set forth above. Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as a Borrowing Base Deficiency exists during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty five Business Day period (or, if applicable, such 12- or 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Default under Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i7.01(a).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness that is included payments of Loans in the relation to Other Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt AmountIndebtedness); provided that, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan) (provided, however, that with respect to any Borrowing Base Deficiency occurring during the period from and including the Amendment No. 3 Effective Date to and including the Covid Relief Termination Date, instead of a 30-Business Day cure period, a 10 Business Day cure period shall apply),, then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(e) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an immediate Event of Default under Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i7.01(a).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall existthe amount of total Credit Exposure exceeds the total Commitments, the Borrower shall prepay the Revolving Loans (and/or and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)) in such amounts as shall be necessary so that the amount of total Credit Exposure does not exceed the total Commitments. In the event that at any time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Loans (and, to the extent necessary, provide cover for Letters of Credit as contemplated by Section 2.04(k)) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts amount of such Revolving Indebtedness) and, with respect to the Loans, in the manner set forth in the preceding subclause (y) as to payments of Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) ifrelation to Other Covered Indebtedness); provided, that if within five (5) such 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.09(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either Article VII. (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(ic).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Syndicated Loans and/or the Term Loans (and/or subject to Section 2.10(e)(ii), at the option of the Borrower) (or provide cover for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its other Other Covered Indebtedness that is included in (among such components thereof determined by the Covered Debt Amount Borrower) in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly curedcured within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency); provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s and Term Loans’ ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Other Covered Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present to the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business 30)-Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately within such five (5) Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall existexist (after giving effect to any re-designation of Term Loan First Priority Collateral or Shared Collateral as Revolver First Priority Collateral), the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l))Loans, or reduce its other Permitted Indebtedness or Indebtedness incurred pursuant to Section 6.01(h) (in each case, that is included in the Covered Debt Amount Amount), in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Permitted Indebtedness that is included in the Covered Debt Amount, and of Indebtedness incurred pursuant to Section 6.01(h) and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then the Borrower shall use all commercially reasonable efforts to effectuate such plan and such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate that is reflecting or should reflect the Borrowing Base Deficiency, prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) 5.13 as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)5.13.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan (determined by the Borrower in good faith) to enable such Borrowing Base Deficiency to be cured within thirty ten (3010) Business Days (which thirty (30) 10-Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (and/or cash collateralizationwith such modifications as the Borrower may reasonably determine), reduction so long as such Borrowing Base Deficiency is cured within such ten (10)-Business Day period; provided, further, that, if, within five (5) Business Days (or addition of assets to the extent the Borrower delivers a plan to the Administrative Agent in accordance with clause (ii) above, ten (10) Business Days) after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Administrative Agent with a reasonably feasible plan acceptable to the Administrative Agent in its sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30)-Business Day period shall include the five (5) or ten (10) Business Days, as applicable, permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business 30)-Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).. 59 Revolving Credit Agreement

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, Financial Officer of the Borrower shall on any date have actual knowledge that there is a Borrowing Base Deficiency shall exist(such date, the “Notice Date”), the Borrower shall prepay the Revolving Loans pursuant to Section 2.09(a) (and/or or provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)), or reduce its other Other Pari Passu Secured Indebtedness that is included in the Covered Debt Amount Amount, in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; , provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s and Term Loans’ ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, Other Pari Passu Secured Indebtednessapplied on a pro rata basis to all Loans and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency the Notice Date (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) Business Day period shall include of the five (5) Business Days permitted for delivery of such plan)Notice Date, then such prepayment (and/or cash collateralization), and cover for Letters of Credit) or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.089(e)) Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days the Borrower shall (subject to Section 2.089(e)) either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness), provided that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.089(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.101(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. (i) In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five (5) Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan)) or such longer period agreed to by the Administrative Agent, then such prepayment (and/or cash collateralization), ) or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business 30)-Business Day periodperiod (or such longer period agreed to by the Administrative Agent); provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).satisfy

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness that is included payments of Loans in the relation to Other Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt AmountIndebtedness); provided that, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan) (provided, however, that with respect to any Borrowing Base Deficiency occurring during the period from and including the Amendment No. 3 Effective Date to and including the Covid Relief Termination Date, instead of a 30-Business Day cure period, a 10 Business Day cure period shall apply), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(ce) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an immediate Event of Default under Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i7.01(a).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.09(f)) Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days the Borrower shall (subject to Section 2.09(f)) either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness), provided that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), ) or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.09(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.05(l2.05(k)), include additional Portfolio Investments that are in the Collateral Pool in the Borrowing Base or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of RevolvingLoan Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative LendersAdministrative Agent with a reasonably feasible plan acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall (A) include the five (5) Business Days permitted for delivery of 767537780768227557 such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment (and/or or(and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day periodperiod (or any extended period consented to by the Administrative Agent in its sole discretion); provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i5.13(h) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i5.13(h). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.12(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 5-Business Day period (or, if applicable, such 30-Business Day period or any extended period consented to by the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (but subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Revolving Loans (and/or or provide cover Cash Collateral for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of Percentage times the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent Lenders with a reasonably feasible plan acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall (A) include the five (5) Business Days permitted for delivery of such planplan and (B) be subject to extension beyond 30 Business Days with the consent of the Administrative Agent in its sole discretion), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty 30-Business Day period (or any extended period consented to by the Administrative Agent in its sole discretion). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.12(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30) -Business Day period; provided. For clarity, further, in the event that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base not cured prior to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, end of such thirty (30) 5-Business Day period shall be extended to a forty(or, if applicable, such 30-five (45) Business Day period solely with respect or any extended period consented to compliance with Section 5.13(iby the Administrative Agent in its sole discretion), it shall constitute an Event of Default under clause (a) of Article VII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.08(de)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days the Borrower shall (subject to Section 2.08(de)) either prepay (x) the Revolving Loans so that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness), provided that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan to that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.08(bc)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that (i) the amount of the total Dollar Credit Exposure exceeds the total Dollar Commitments and/or (ii) the amount of the total Multicurrency Credit Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section 2.09(b)), the Borrower shall prepay Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that (x) in the case of clause (i), the amount of total Dollar Credit Exposure does not exceed the total Dollar Commitments and (y) in the case of clause (ii), the amount of total Multicurrency Credit Exposure does not exceed the total Multicurrency Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, promptly (but in no event later than 5 Business Days), the Borrower shall either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided provided, that (i) as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) on the one hand and the Other Covered Indebtedness on the other hand, such prepayment shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.09(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(d) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5-Business Day period (or, if applicable, such 30) -Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements it shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either Article VII. (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(id).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or or provide cover for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its other Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; cured within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Other Covered Debt AmountRevolving Credit Agreement Indebtedness, (ii) any payment or repayment of Revolving Loans denominated in Dollars such prepayment shall be made and applied ratably (among the Classes of Loans based on upon the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders thereof and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected within such five Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as as, in any event, such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, (x) if such Borrowing Base Deficiency is a direct result of an incurrence of Indebtedness or issuance of letters of credit under the Revolving Credit Facility immediately after giving effect to which the Covered Debt Amount exceeded the Borrowing Base (as set forth in the most recent Borrowing Base Certificate delivered to the Administrative Agent and adjusted for subsequent acquisitions and dispositions of assets in the Borrowing Base), the Borrower shall prepay the Loans, reduce amounts owed under the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), Facility or reduce its other Other Secured Indebtedness that is included in the Covered Debt Amount Amount, in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured within three Business Days after such Borrowing Base Deficiency arose and (iy) in all other cases (including as a result of any Asset Sale), the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) Borrower shall be at least equal to prepay the Loans, reduce amounts owed under the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Facility or reduce Other Secured Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars such amounts as shall be made and applied ratably (based on the aggregate outstanding principal amounts of necessary so that such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, Borrowing Base Deficiency is cured within five Business Days, provided that, in the case of this subclause (5y), if (i) within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present to the Administrative Agent with a reasonably feasible plan certificate of a Financial Officer indicating its intention to enable cure such Borrowing Base Deficiency to be cured within thirty (30) 15 Business Days (which thirty (30) 15-Business Day cure period shall include the five (5) Business Days permitted for delivery of such plan)officers’ certificate) and (ii) such Borrowing Base Deficiency is actually cured within such 15-Business Day period, then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determineit being understood that for purposes of this Section 2.08(b), so long as such the Borrowing Base Deficiency is cured within such thirty (30) Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended determined after giving effect to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(ipending trades at such time and assuming that such trades have settled).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (subject to Section 2.09(ef)) Loans (and/or Cash Collateralize Letters of Credit as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days the Borrower shall (subject to Section 2.09(ef )) either prepay (x) the Revolving Loans (and/or provide cover for Cash Collateralize Letters of Credit as contemplated by Section 2.05(l2.04(k)), ) so that the Borrowing Base Deficiency is promptly cured or reduce its other (y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that cured (i) and, as among the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be and the Other Covered Indebtedness, at least equal to the Revolving Credit Exposure’s ratable share ratably (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures such Indebtedness) as compared to its other Indebtedness payments of Loans (and Letters of Credit) in relation to Other Covered Indebtedness), provided that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan that is reasonably acceptable to the Administrative Agent that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as subject, for the avoidance of doubt, to the limitations set forth above in this Section 2.09(c)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that the amount of total Revolving Credit Exposure exceeds the total Commitments, the Borrower shall prepay (but subject to Section 2.08(e)) Loans in such amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, within 5 Business Days, the Borrower shall (subject to Section 2.08(e)) either prepay (x) the Revolving Loans or reduceso that the Borrowing Base Deficiency is promptly cured or (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other y) the Loans and the Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share Percentage times the aggregate prepayment of the Covered Debt Amount; provided, however that if within 5 business days of the occurrence of any Borrowing Base Deficiency (such ratable share being determined and, as among the Loans and the Other Covered Indebtedness, at least ratably (based on the outstanding principal amount of the Revolving Credit Exposures such indebtedness) as compared to its other Indebtedness payments of Loans in relation to Other Covered Indebtedness); provided, that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of if within such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) 5 Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency)Day period, the Borrower shall present to the Administrative Agent with a reasonably feasible plan to that will enable any such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days of the occurrence of such Borrowing Base Deficiency (which thirty (30) -Business Day period shall include the five (5) 5 Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with subject, for the avoidance of doubt, to the limitations as to the allocation of such modifications as prepayments set forth above in this Section 2.08(b)). Notwithstanding the foregoing, the Borrower may reasonably determine), shall pay interest in accordance with Section 2.10(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured within prior to the end of such thirty 5 Business Day period (30) or, if applicable, such 30- Business Day period; provided), further, that solely to the extent such Borrowing Base Deficiency it is due to a failure to satisfy the requirements shall constitute an Event of Section 5.13(iDefault under clause (a) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Article VIII.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at Within sixty (60) days of any time, but only for so long as, any Borrowing Base Deficiency shall existReporting Date, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided , provided, that if the Borrower presents, within fifteen (i15) the aggregate amount days of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal Deficiency Reporting Date, to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included Agent a reasonable plan prepared in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan good faith to enable such Borrowing Base Deficiency to be cured within thirty ninety (3090) Business Days days of such Deficiency Reporting Date, then, subject to the consent of the Agent (which thirty consent shall not be unreasonably withheld), the Borrower shall have ninety (3090) Business Day period shall include the five (5) Business Days permitted for delivery days of such plan)Deficiency Reporting Date to cure such Borrowing Base Deficiency and if so cured, then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected hereunder other than in accordance with such plan (with such modifications as the Borrower may reasonably determine). For the avoidance of doubt, so long it is understood and agreed that during such 90-day or 60-day period, as applicable, prior to any cure of the Borrowing Base Deficiency, the existence of such Borrowing Base Deficiency is cured within shall not for any purpose be considered a Default or Event of Default hereunder. In the event that the provisions of Section 5.11(b)(ii)(B) result in a re-calculation of the Borrowing Base and such thirty re-calculation causes the Borrower to have a Borrowing Base Deficiency, then all references in this clause (30c) Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due Reporting Date shall instead be deemed to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base apply to the Senior Debt Amount or (y) date that the Relevant Asset Coverage Ratio from one (1) quarterly period Special Independent Appraiser furnishes its determinations of Value to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i)Borrower.

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, then, within 5 Business Days, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit LC Exposure as contemplated by Section 2.05(l2.04(k)), or and may (i) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is greater than zero, in addition to prepaying the Loans (and/or providing cover for LC Exposure) pursuant to the immediately succeeding proviso, reduce its other the Permitted Indebtedness, Contemplated Bond Indebtedness, Shorter Term Unsecured Indebtedness, and/or Indebtedness that is incurred pursuant to Section 6.01(g) (in each case, to the extent included in the Covered Debt Amount Amount), or (ii) if the aggregate Credit Exposure (to the extent not cash collateralized as contemplated by Section 2.04(k)) is not greater than zero, reduce the Permitted Indebtedness, Contemplated Bond Indebtedness, Shorter Term Unsecured Indebtedness, or Indebtedness incurred pursuant to Section 6.01(g) (in each case, to the extent included in the Covered Debt Amount), in each case in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly immediately cured; provided that (A) in the case of clause (i) above, the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of CreditLC Exposure) shall be at least equal to the Revolving aggregate Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Permitted Indebtedness, Contemplated Bond Indebtedness, Shorter Term Unsecured Indebtedness, and/or Indebtedness that is included in the Covered Debt Amount, (iiincurred pursuant to Section 6.01(g) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iiiB) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately within such 5-Business Day period but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that that, solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i5.13(g) as a consequence of a change in either (xy) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (yz) the Relevant Asset Coverage Ratio from one (1) quarterly period Quarterly Period to the next, such thirty (30) -Business Day period shall be extended to a forty45-five (45) Business Day period solely with respect to compliance with Section 5.13(i5.13(g).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or provide cover for Letters of Credit as contemplated by Section 2.05(l)), or reduce its other Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Covered Debt Amount, (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) Business Days (which thirty (30) Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), ) or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i5.13(g) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i5.13(g).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, Financial Officer of the Borrower shall on any date have actual knowledge that there is a Borrowing Base Deficiency shall exist(such date, the “Notice Date”), the Borrower shall prepay the Revolving Loans pursuant to Section 2.09(a) (and/or or provide cover for Letters of Credit as contemplated by Section 2.05(l2.04(k)), or reduce its other Other Pari Passu Secured Indebtedness that is included in the Covered Debt Amount Amount, in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; , provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s and Term Loans’ ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Other Pari Passu Secured Indebtedness that is included in the Covered Debt Amount, and (ii) any payment or repayment of Revolving Loans denominated in Dollars shall be made and applied ratably (based on the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency the Notice Date (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) Business Day period shall include of the five (5) Business Days permitted for delivery of such plan)Notice Date, then such prepayment (and/or cash collateralization), and cover for Letters of Credit) or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).

Mandatory Prepayments due to Borrowing Base Deficiency. In the event that at any time, but only for so long as, time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Revolving Loans (and/or or provide cover for Letters of Credit as contemplated by Section 2.05(l2.05(k)), ) or reduce its other Other Covered Indebtedness that is included in the Covered Debt Amount in such amounts as shall be necessary so that such Borrowing Base Deficiency is promptly cured; cured within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Revolving Credit Agreement Base Deficiency), provided that (i) the aggregate amount of such prepayment of Revolving Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Credit Exposure’s ratable share (such ratable share being determined based on the outstanding principal amount of the Revolving Credit Exposures as compared to its other Indebtedness that is included in the Covered Debt Amount) of the aggregate prepayment and reduction of its other Indebtedness that is included in the Other Covered Debt AmountIndebtedness, (ii) any payment or repayment of Revolving Loans denominated in Dollars such prepayment shall be made and applied ratably (among the Classes of Loans based on upon the aggregate outstanding principal amounts of such Revolving Loans denominated in Dollars) between Revolving Dollar Lenders and Revolving Multicurrency Lenders thereof and (iii) if, within five (5) Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency (and/or at such other times as the Borrower has knowledge of such Borrowing Base Deficiency), the Borrower shall present the Administrative Agent with a reasonably feasible plan to enable such Borrowing Base Deficiency to be cured within thirty (30) 30 Business Days (which thirty (30) -Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment (and/or cash collateralization), or reduction or addition of assets to the Borrowing Base shall not be required to be effected immediately but may be effected within such five Business Day period so long as the Borrower shall use all reasonable commercial efforts to effectuate such prepayment or reduction in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as as, in any event, such Borrowing Base Deficiency is cured within such thirty (30) -Business Day period; provided, further, that solely to the extent such Borrowing Base Deficiency is due to a failure to satisfy the requirements of Section 5.13(i) as a consequence of a change in either (x) the ratio of the Gross Borrowing Base to the Senior Debt Amount or (y) the Relevant Asset Coverage Ratio from one (1) quarterly period to the next, such thirty (30) Business Day period shall be extended to a forty-five (45) Business Day period solely with respect to compliance with Section 5.13(i).