SECTION # AFFIRMATIVE COVENANTS‌138

Borrowing Base. If, at any time, # the Revolver Usage on such date exceeds # the lesser of # the Borrowing Base reflected in the Borrowing Base Certificate most recently delivered by Borrowers to Agent and # the Maximum Revolver Amount (as adjusted for any Reserves against the Maximum Revolver Amount implemented pursuant to [Section 2.1(c)]), then Borrowers shall promptly, but in any event, within one Business Day prepay the Obligations in accordance with [Section 2.4(f)] in an aggregate amount equal to the amount of such excess.

Borrowing Base. ​ shall have received evidence from ​ that the aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Revolving A Advances, the Acceptances, the Letters of Credit and the Swing Loans, if any, in the amount requested by ​ in connection with the addition of such Applicant Borrower as a Borrower;

Borrowing Base. The amount which Borrower is entitled to borrow from time to time under the line of credit shall be the then current loan value of collateral (the “Borrowing Base”) pledged to Lender to secure indebtedness owing to Lender by Borrower, provided that in no event is Lender to be required to make any advance which would cause the outstanding principal balance owing by Borrower at any one time to be in excess of ​. The Borrowing Base shall be redetermined monthly and shall be seventy-five percent (75%) of eligible accounts receivable arising out of Borrower’s United States operations pledged to the Lender. The term “eligible accounts receivable” shall mean all billed gross trade accounts receivable, less: # balances due sixty (60) days or more after the date of the original invoice therefor; # accounts owed by companies related to or affiliated with Borrower or its employees; # except for receivables from BASF SE, accounts owing by any one debtor which exceed twenty percent (20%) of the total billed gross accounts receivable; # all accounts owing by any particular debtor if 10% or more of such particular debtor’s accounts are ninety (90) days or more past due; and # accounts receivable which are disputed by the account debtor.

Borrowing Base Certificate. The Borrowing Base Certificate most recently required to be delivered under the Original Credit Agreement.

Initial Borrowing Base. For the period from and including the Effective Date to but excluding the first Redetermination Date to occur thereafter, the Borrowing Base shall be ​. Notwithstanding the foregoing, the Borrowing Base may be subject to adjustment from time to time prior to the first Redetermination Date pursuant to the Borrowing Base Adjustment Provisions.

Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base # as of ​, and # based on the results of the field exam referred to in [clause (v)] below.

Redetermination of Collateral Borrowing Base. At any time after thirty (30) days of the receipt of such information and in no event later than each April 30 and October 31 (commencing ​) (each being a "Redetermination Date") the Bank shall # make a good faith determination of the present worth using such pricing and discount factor (in no event shall the present worth be discounted by a factor less than nine percent (9.0%)) and advance rate as it deems appropriate pursuant to the Bank's then applicable energy lending and engineering policies, procedures and pricing parameters, of the future net revenue estimated by the Bank to be received by Borrowers from not less than eighty percent (80%) of the oil and gas wells/properties so evaluated and attributable to Borrowers, multiplied by a percentage then determined by the Bank in good faith to be appropriate on the basis of the Bank's then applicable energy lending criteria, and # report in writing to Borrowers such sum of the evaluation by the Bank of such evaluated oil and gas properties (the "Collateral Borrowing Base").

Effectiveness of a Redetermined Borrowing Base. Subject to [Section 2.20(f)], after a redetermined Borrowing Base is approved or deemed to have been approved by all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable, pursuant to [Section 2.20(c)(iii)], the Administrative Agent shall deliver a notice (the “New Borrowing Base Notice”) to the Borrower and the Lenders regarding the amount of the redetermined Borrowing Base and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders:

in the case of any such Borrowing Base Property Disposition or any such Borrowing Base Hedge Unwind, the sum of # the aggregate Borrowing Base Value of all Borrowing Base Properties subject to Borrowing Base Property Dispositions effected since the most recent Scheduled Redetermination Date plus # the aggregate Borrowing Base Hedge Unwind Value with respect to all Borrowing Base Hedge Unwinds effected since the most recent Scheduled Redetermination Date, equals or exceeds ten percent (10%) of the total amount of the Borrowing Base then in effect;