provided, however, that, notwithstanding the options set forth above, in all cases, the Borrowing Base Deficiency must be eliminated on or prior to the earlier of the Maturity Date and the date of termination of the Aggregate Commitments. If, because of LC 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 2.04(j)].

#changes the definition of “FILO Deficiency Reserve” or ceases to deduct from the Borrowing Base (or fails to establish or maintain) the FILO Deficiency Reserve or # amends, modifies or waives any of the provisions of [Section 2.19];

3.2No Default; No Borrowing Base Deficiency. No Default or Event of Default shall have occurred which is continuing, and no Borrowing Base Deficiency shall then exist, in each case, before and after giving effect to this Seventh Amendment.

Section # FILO Deficiency Reserve; Certain Availability Reserves 97

8 When a Borrowing Base Certificate is required to be delivered under [Section 5.01(e)], add a [clause (iii)] as follows: [ and (iii) the Borrower’s computation of the amount of such Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of such Borrowing Base Deficiency as of [insert the date not earlier than one (1) Business Days prior to the date this Borrowing Base Certificate is delivered]]

Mandatory Prepayments upon Redeterminations, Title Related Adjustments, Etc. If, after giving effect to any redetermination of the Borrowing Base pursuant to [Section 2.20(c)] or adjustment to the amount of the Borrowing Base in accordance with [Section 5.11(b)], a Borrowing Base Deficiency exists, then, after receiving notice of such Borrowing Base Deficiency from the Administrative Agent by means of # a New Borrowing Base Notice or # written notice of adjustment pursuant to [Section 5.11(b)] (such date of receipt of notice, the “Deficiency Notification Date”), the Borrower shall, within ten (10) days of the Deficiency Notification Date, inform the Administrative Agent of the Borrower’s election to:

“Erroneous Payment Deficiency Assignment” is defined in [Section 12.11(d)].

“Deficiency Amount” has the meaning set forth in [Section 6.5].

within thirty (30) days of the date such election is made, prepay the Loans in an aggregate principal amount equal to such Borrowing Base Deficiency (as such Borrowing Base Deficiency may be reduced as a result of any other actions taken pursuant to this [Section 2.09]);

such Borrowing Base Deficiency is cured within such 30-Business Day period;