Common use of Repayment of Loans Following Redetermination or Adjustment of Borrowing Base Clause in Contracts

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice with each payment being equal to 1/6th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base Variable Amount in accordance with Section 2.14(b), if the sum of (i) the aggregate Total Exposures of all Lenders and (ii) the aggregate amount of Pari Debt outstanding at such time exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base an Adjusted Variable Amount Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent that it intends to take one or more of the Borrower’s election tofollowing actions: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties (accompanied by reasonably acceptable Engineering Reports) not evaluated in the most recently delivered Reserve Report (which shall become Mortgaged Properties within the time period prescribed by Section 9.11(d) regardless of whether the Collateral Coverage Minimum is then satisfied) or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Variable Amount Value (as proposed by the Administrative Agent and approved by the Required LendersLenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess excess, or (D) undertake a combination of clauses (A), (B) ), and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.83.7; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) any Borrowing Base Deficiency must be made cured on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to, and shall: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six five equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/5th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required LendersLenders in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date; provided, further, that if the Borrower fails to inform the Administrative Agent of the Borrower’s election within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, for purposes of this Agreement, the Borrower shall be deemed to have elected clause (A) above.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any the effectiveness of a redetermination of the Borrowing Base in accordance with Section 2.14(b2.14(c), if the aggregate Total Exposures of all Lenders exceeds the redetermined a Borrowing BaseBase Deficiency exists, then the Borrower shall, within 10 ten (10) Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent that it intends to take one or more of the Borrower’s election to: following actions (provided that, if the Borrower fails to inform the Administrative Agent within ten (10) Business Days after its receipt of a New Borrowing Base Notice, Borrower shall be deemed to have elected (B) below): (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in engineering reports reasonably acceptable to the form of additional Oil and Gas Administrative Agent with respect to Borrowing Base Properties acquired by the Credit Parties since the most recently delivered Reserve Report or not evaluated otherwise included in the most recently delivered Reserve Report or other (which shall become Mortgaged Properties within the time period prescribed by Section 9.11(d) regardless of whether the Collateral reasonably acceptable to the Administrative Agent having Coverage Minimum is then satisfied) that have a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required LendersLenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess excess, or (D) undertake a combination of clauses (A), (B) ), and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.83.7; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) any Borrowing Base Deficiency must be made cured on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice with each payment being equal to 1/6th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.. 715000788 12406500715000788 12406500

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required LendersLenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any the effectiveness of a redetermination of the Borrowing Base in accordance with Section 2.14(b2.14(d) or an adjustment of the Borrowing Base pursuant to Section 2.14(g), if the aggregate Total Exposures of all Lenders exceeds the redetermined a Borrowing BaseBase Deficiency exists, then the Borrower shall, within 10 Business Days ten (10) days after (x) its receipt of a New Borrowing Base Notice indicating such Borrowing Base DeficiencyDeficiency or (y) in the case of Section 2.14(g) the effectiveness of a new Borrowing Base, inform the Administrative Agent that it intends to take one or more of the Borrower’s election to: following actions (provided that, if the Borrower fails to inform the Administrative Agent within such ten (10) day period, the Borrower shall be deemed to have elected (B) below): (A) within 30 thirty (30) days following such election receipt of the notice provided in clauses (x) and (y) above, prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice the notice provided in clauses (x) and (y) above, with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excess, (C) within 30 thirty (30) days following such electionreceipt of the notice provided in clauses (x) and (y) above, provide additional Collateral in the form of additional Oil and Gas Properties (accompanied by reasonably acceptable Engineering Reports) not evaluated in the most recently delivered Reserve Report (which shall become Mortgaged Properties within the time period prescribed by Section 9.11(c) regardless of whether the Collateral Coverage Minimum is then satisfied) or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess excess, or (D) undertake a combination of clauses (A), (B) ), and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.83.7; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) any Borrowing Base Deficiency must be made cured on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following its receipt of such election New Borrowing Base Notice (1) prepay the Loans in an aggregate principal amount equal to such excessexcess and (2) if any excess remains after prepaying all of the Loans as a result of any Letter of Credit Exposure, Cash Collateralize such excess as provided in Section 3.8 (provided that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date), (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice with each payment being equal to 1/6th of the aggregate principal amount of such excessexcess (provided that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date), (C) within 30 days following its receipt of such electionNew Borrowing Base Notice, provide additional Collateral collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if. If, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b2.15(b), if the aggregate Total Exposures of all Lenders Credit Exposure exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following its receipt of such election New Borrowing Base Notice (1) prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six five equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice with each payment being equal to 1/6th 1/5th of the aggregate principal amount of such excessexcess (provided that all payments required to be made pursuant to this Section 2.05(b) must be made on or prior to the Maturity Date), (C) within 30 days following its receipt of such electionNew Borrowing Base Notice, provide additional Collateral in the form of additional Oil and Gas Properties Royalty Interests not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i2.05(b) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b)2.14 or 2.15, or if at any time the Total Outstandings exceed the Borrowing Base then in effect, if the aggregate Total Exposures of all Lenders exceeds the redetermined there is a Borrowing BaseBase Deficiency, then the Borrower shall, within 10 ten (10) Business Days after its receipt of a New Borrowing Base Notice indicating notice of such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excessBorrowing Base Deficiency, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excessBorrowing Base Deficiency, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required LendersLenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess Borrowing Base Deficiency or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Maturity Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b)2.14 or 2.15, if the aggregate Total Exposures of all Lenders exceeds the redetermined there is a Borrowing BaseBase Deficiency, then the Borrower shall, within 10 ten (10) Business Days after its receipt of a New Borrowing Base Notice indicating notice of such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excessBorrowing Base Deficiency, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excessBorrowing Base Deficiency, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required LendersLenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess Borrowing Base Deficiency or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Maturity Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b)2.16, if the aggregate Total Exposures Aggregate Exposure of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to, and shall: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six five equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/5th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required LendersLenders in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i2.7(d)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit ExposureL/C Obligations, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.82.3(f); provided further, that all payments required to be made pursuant to this Section 5.2(b)(i2.7(d)(i) must be made on or prior to the Termination Date; provided, further, that if the Borrower fails to inform the Agent of the Borrower’s election within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, for purposes of this Agreement, the Borrower shall be deemed to have elected clause (A) above.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 ten (10) Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six four equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/4th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required LendersLenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any the effectiveness of a redetermination of the Borrowing Base in accordance with Section 2.14(b2.14(d) or an adjustment of the Borrowing Base pursuant to Section 2.14(g), if the aggregate Total Exposures of all Lenders exceeds the redetermined a Borrowing BaseBase Deficiency exists, then the Borrower shall, within 10 ten (10) Business Days after (x) its receipt of a New Borrowing Base Notice indicating such Borrowing Base DeficiencyDeficiency or (y) in the case of Section 2.14(g) the effectiveness of a new Borrowing Base, inform the Administrative Agent that it intends to take one or more of the Borrower’s election to: following actions (provided that, if the Borrower fails to inform the Administrative Agent within such ten (10) Business Day period, the Borrower shall be deemed to have elected (B) below): (A) within 30 thirty (30) days following such election receipt of the notice provided in clauses (x) and (y) above, prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice the notice provided in clauses (x) and (y) above, with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excess, (C) within 30 thirty (30) days following such electionreceipt of the notice provided in clauses (x) and (y) above, provide additional Collateral in the form of additional Oil and Gas Properties (accompanied by reasonably acceptable Engineering Reports) not evaluated in the most recently delivered Reserve Report (which shall become Mortgaged Properties within the time period prescribed by Section 9.11(d) regardless of whether the Collateral Coverage Minimum is then satisfied) or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess excess, or (D) undertake a combination of clauses (A), (B) ), and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.83.7; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) any Borrowing Base Deficiency must be made cured on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any the effectiveness of a redetermination of the Borrowing Base in accordance with Section 2.14(b2.14(d) or an adjustment of the Borrowing Base pursuant to Section 2.14(g), if the aggregate Total Exposures of all Lenders exceeds the redetermined a Borrowing BaseBase Deficiency exists, then the Borrower shall, within 10 Business Days ten (10) days after (x) its receipt of a New Borrowing Base Notice indicating such Borrowing Base DeficiencyDeficiency or (y) in the case of Section 2.14(g) the effectiveness of a new Borrowing Base, inform the Administrative Agent that it intends to take one or more of the Borrower’s election to: following actions (provided that, if the Borrower fails to inform the Administrative Agent within such ten (10) day period, the Borrower shall be deemed to have elected (B) below): (A) within 30 thirty (30) days following such election receipt of the notice provided in clauses (x) and (y) above, prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th thirtieth (30th) day following its receipt of such New Borrowing Base Notice the notice provided in clauses (x) and (y) above, with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excess, (C) within 30 thirty (30) days following such electionreceipt of the notice provided in clauses (x) and (y) above, provide additional Collateral in the form of additional Oil and Gas Properties (accompanied by reasonably acceptable Engineering Reports) not evaluated in the most recently delivered Reserve Report (which shall become Mortgaged Properties within the time period prescribed by Section 9.10(c) regardless of whether the Collateral Coverage Minimum is then satisfied) or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess excess, or (D) undertake a combination of clauses (A), (B) ), and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.83.7; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) any Borrowing Base Deficiency must be made cured on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th of the aggregate principal amount of such excessexcess (as such excess may be reduced during such six-month period as a result of any Borrowing Base redetermination or adjustment pursuant to Section 2.14), (C) within 30 days following such election, provide submit a Reserve Report including additional Collateral Borrowing Base Properties in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required LendersLenders in a manner consistent with Section 2.14) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess excess, and the applicable Credit Party shall mortgage such additional Borrowing Base Properties in accordance with, and to the extent required by, Section 9.10(c), or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required LendersLenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.. (ii) Upon any adjustment to the Borrowing Base pursuant to Section 2.14(e), (f) or (g), if the aggregate Total Exposures of all Lenders exceeds the Borrowing Base, as adjusted, then the Borrower shall (A) prepay the Loans in an aggregate principal amount equal to such excess and (B) if any excess remains after prepaying all of the Loans as a result of any Letter of Credit Exposure, Cash Collateralize such excess as -100- 727670773 12335469

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined there exists a Borrowing BaseBase Deficiency, then the Borrower shall, within 10 Business Days 30 days after its receipt from the Administrative Agent of a New Borrowing Base Notice indicating notice of such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election toto take one or more of the following actions: (A) within 30 60 days following such election prepay the Loans and/or Swingline Loans in an aggregate principal amount equal necessary to eliminate such excessBorrowing Base Deficiency, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election, with each payment being equal to 1/6th of the aggregate principal amount of necessary to eliminate such excessBorrowing Base Deficiency (as such Borrowing Base Deficiency may be reduced during such six-month period), (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess Borrowing Base Deficiency, or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, but if a Borrowing Base Deficiency remains after prepaying all of the Loans and Swingline Loans, the Borrower shall Cash Collateralize Letters of Credit in an amount equal to such remaining Borrowing Base Deficiency as provided in Section 3.8; provided provided, further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to before the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any the effectiveness of a redetermination of the Borrowing Base in accordance with Section 2.14(b2.14(d), if the aggregate Total Exposures of all Lenders exceeds the redetermined a Borrowing BaseBase Deficiency exists, then the Borrower shall, within 10 ten (10) Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent that it intends to take one or more of the Borrower’s election to: following actions (provided that, if the Borrower fails to inform the Administrative Agent within ten (10) Business Days after its receipt of a New Borrowing Base Notice, Borrower shall be deemed to have elected (B) below): (A) within 30 thirty (30) days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th l/6th of the aggregate principal amount of such excess, (C) within 30 thirty (30) days following such election, provide additional Collateral in the form of additional Oil and Gas Properties (accompanied by reasonably acceptable Engineering Reports) not evaluated in the most recently delivered Reserve Report (which shall become Mortgaged Properties within the time period prescribed by Section 9.11(d) regardless of whether the Collateral Coverage Minimum is then satisfied) or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess excess, or (D) undertake a combination of clauses (A), (B) ), and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.83.7; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) any Borrowing Base Deficiency must be made cured on or prior to the Termination Date.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b) or Section 9.14(c), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such the New Borrowing Base Notice indicating such Borrowing Base Deficiency with each payment being equal to 1/6th of the aggregate principal amount of such excessexcess (as such excess may be reduced during such six-month period as a result of any Borrowing Base redetermination or adjustment pursuant to Section 2.14), (C) within 30 days following such election, provide submit a Reserve Report including additional Collateral Borrowing Base Properties in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required LendersLenders in a manner consistent with Section 2.14) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess excess, and the applicable Credit Party shall mortgage such additional Borrowing Base Properties in accordance with, and to the extent required by, Section 9.10(c), or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date. Notwithstanding the foregoing, if the Borrower does not inform the Administrative Agent of its election within such 10-Business Day period, the Borrower shall be deemed to have delivered an election notice proposing the action set forth in clause (B) above as of the last day of such 10-Business Day period.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), ) if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 thirty (30) days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice with each payment being equal to 1/6th of the aggregate principal amount of such excess, (C) within 30 thirty (30) days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved by the Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date. In the event that the Borrower shall not have notified the Administrative Agent of its election within such 10 Business Days, then the Borrower shall be deemed to have elected the option set forth in clause (B) above. In the event that the Borrower proposes delivering additional Collateral pursuant to the foregoing clause (b)(ii)(C) and the Administrative Agent shall no later than five (5) Business Days after the date the Borrower elects to deliver such additional Collateral determine that the proposed Collateral is “not acceptable” (which such determination is made in the Administrative Agent’s sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time), then the Borrower shall be obligated to make the prepayment and/or Cash Collateralize such excess on the date or dates provided above with respect to the foregoing clause (A) or clause (B) as elected by the Borrower.

Repayment of Loans Following Redetermination or Adjustment of Borrowing Base. (i) Upon any redetermination of the Borrowing Base in accordance with Section 2.14(b), if the aggregate Total Exposures of all Lenders exceeds the redetermined Borrowing Base, then the Borrower shall, within 10 Business Days after its receipt of a New Borrowing Base Notice indicating such Borrowing Base Deficiency, inform the Administrative Agent of the Borrower’s election to: (A) within 30 days following such election prepay the Loans in an aggregate principal amount equal to such excess, (B) prepay the Loans in six equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice election with each payment being equal to 1/6th of the aggregate principal amount of such excess, (C) within 30 days following such election, provide additional Collateral in the form of additional Oil and Gas Properties not evaluated in the most recently delivered Reserve Report or other Collateral reasonably acceptable to the Administrative Agent having a Borrowing Base value Value (as proposed by the Administrative Agent and approved by the Required LendersLenders in good faith in accordance with their respective usual and customary oil and gas lending criteria as they exist at the particular time) sufficient, after giving effect to any other actions taken pursuant to this Section 5.2(b)(i) to eliminate any such excess or (D) undertake a combination of clauses (A), (B) and (C); provided that if, because of Letter of Credit Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as provided in Section 3.8; provided further, that all payments required to be made pursuant to this Section 5.2(b)(i) must be made on or prior to the Termination Date.