Collateral Borrowing Base Deficiency. Should the sum of the # unpaid outstanding principal balance of the Revolver Note at any time prior to maturity plus all other outstanding Indebtedness be greater than the Collateral Borrowing Base in effect at such time (a "Borrowing Base Deficiency"), Bank may notify Borrowers in writing of the deficiency. Within fifteen (15) days from and after the date of any such deficiency notice Borrowers shall notify Bank in writing of their election to:

Mandatory Prepayments due to Borrowing Base Deficiency or Contingent Borrowing Base Deficiency.

“Accumulated Funding Deficiency” means a funding deficiency described in [section 302] of ERISA and section 412 of the Code.

promptly but no later than five Business Days after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph;

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, as long as any portion of the FILO Loans are outstanding, the ​ shall implement and maintain the FILO Deficiency Reserve, if applicable. For the purposes of determining any FILO Deficiency Reserve, the ​ shall be entitled to rely solely on the calculation thereof made by the ​ as reflected in the most recent Borrowing Base Certificate delivered by the ​ to the ​, unless the ​ is notified in writing by the ​ that such calculation is inaccurate and providing the ​ and the ​ with the correct calculation, prepared in good faith, of the FILO Deficiency Reserve (any such notice, a “FILO Deficiency Reserve Correction Notice”), and, in such event, the ​ shall be entitled to rely solely on the calculation of the FILO Deficiency Reserve made by the ​ as reflected in the FILO Deficiency Reserve Correction Notice. Upon receipt by the ​ of a Borrowing Base Certificate or a FILO Deficiency Reserve Correction Notice, as applicable, the ​ shall have a two (2) Business Day period of time to implement any FILO Deficiency Reserve or any adjustments to the FILO Deficiency Reserve then in effect as set forth in such Borrowing Base Certificate or such FILO Deficiency Reserve Correction Notice, as the case may be, and shall thereafter maintain such FILO Deficiency Reserve until further adjustment, if any, pursuant to receipt of a subsequent Borrowing Base Certificate or FILO Deficiency Reserve Correction Notice. The ​ shall not have any liability for relying on the calculation of any FILO Deficiency Reserve as set forth in a Borrowing Base Certificate delivered by the ​ or in any FILO Deficiency Reserve Correction Notice delivered by the ​, as the case may be. In the event of any discrepancy or dispute between the ​ and the ​ as to the amount of any FILO Deficiency Reserve, the ​ shall rely (and shall be entitled to rely) solely on the calculation of the FILO Deficiency Reserve as determined by the ​ and shall have no liability to any Person for doing so.

2.2No 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.

At the end of the Term, the “Aggregate Deficiency Volumes” shall be determined by summing up all of the Deficiency Volumes, if any, during the preceding Annual True-Up Periods during the Term. If Aggregate Deficiency Volumes exist, the Term will be extended for up to one year, for the sole purpose of allowing Tapstone to sell to Plains an amount of Crude Oil equal to the Aggregate Deficiency Volumes at the price set forth in [Section 1] above.

Erroneous Payment Deficiency Assignment. See §14.19(d).

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;