Common use of Borrowing Base Compliance Clause in Contracts

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the March '99 Redetermination the Borrower shall within 30 days of the effectiveness of the March '99 Redetermination prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the March '99 Redetermination effectiveness of the Applicable Redetermination, the Borrower shall within 30 days of the effectiveness of the March '99 Redetermination Applicable Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f)Base, the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED provided that, if there exists a Borrowing Base Deficiency upon the March '99 Redetermination termination of the Initial Period after giving effect to the Initial Scheduled Borrowing Base Redetermination, the Borrower shall shall, within 30 60 days of the effectiveness of the March '99 Redetermination Initial Scheduled Borrowing Base Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f))Deficiency, the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), ) (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f4.9(d), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, provided that if there exists a the Borrowing Base Deficiency upon has been redetermined pursuant to subsection 4.9 as the March '99 Redetermination result of a change in the Borrower's senior unsecured long-term debt rating(s), the Borrower shall within 30 days of the effectiveness of the March '99 Redetermination prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (in an amount equal to 50% of the Borrowing Base Deficiency within 75 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 75 days prepay the Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a the result of a an interim adjustment or redetermination in connection with the incurrence of Subordinated Indebtedness provided for in under subsection 8.2(f4.9(g), subsection 7.13(c), subsection 8.2(i), subsection 8.6(f) or otherwise (other than subsection 4.9(d)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the March '99 Redetermination termination of the Initial Period after giving effect to the Initial Scheduled Borrowing Base Redetermination, the Borrower shall shall, within 30 60 days of the effectiveness of the March '99 Redetermination Initial Scheduled Borrowing Base Redetermination, prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), ) (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f)4.9, the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCYBorrowing Base Deficiency"), the Borrower shall prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, provided that if there exists a the Borrowing Base Deficiency upon has been redetermined pursuant to subsection 4.9 as the March '99 Redetermination result of a change in the Borrower's senior unsecured debt rating(s), the Borrower shall within 30 days of the effectiveness of the March '99 Redetermination prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings (in an amount equal to 50% of the Borrowing Base Deficiency within 75 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 75 days prepay the Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a the result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in an interim adjustment under subsection 8.2(f8.2(i)), subsection 8.6(f) or otherwise, the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."

Borrowing Base Compliance. If, upon any redetermination of the Borrowing Base pursuant to subsection 4.9(c) other than in connection with the issuance of Subordinated Indebtedness provided for in subsection 8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the Borrowing Base then in effect (any such excess, the "BORROWING BASE DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and then to the extent extend necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to at least 50% of the Borrowing Base Deficiency within 90 days after the effective date of the redetermination resulting in such Borrowing Base Deficiency, and within the next 90 days prepay the Revolving Credit Loans and then cash collateralize the Letter of Credit Outstandings in an amount equal to the balance of such Borrowing Base Deficiency in each case together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14; PROVIDED that, if there exists a Borrowing Base Deficiency upon the March '99 Redetermination effectiveness of the Applicable Redetermination, the Borrower shall within 30 days of the effectiveness of the March '99 Redetermination Applicable Redetermination, prepay the Revolving Credit Loans and then cash case collateralize the Letter of Credit Outstandings (together with interest accrued to the date of such payment or prepayment and any amounts payable under subsection 4.14) in an amount equal to such Borrowing Base Deficiency. If at any other time there exists a Borrowing Base Deficiency (including as a result of a redetermination in connection with the incurrence of Subordinated Indebtedness provided for in subsection 8.2(f)), the Borrower shall immediately prepay the Revolving Credit Loans and then to the extent necessary, cash collateralize the Letter of Credit Outstandings in an amount equal to 100% of such Borrowing Base Deficiency together with (i) interest inter3est accrued to the date of such payment or prepayment and (ii) any amounts payable under subsection 4.14. Notwithstanding the foregoing, the Borrower shall immediately apply 100% of the Net Proceeds of any Redetermination Event described in clauses (a), (b), (c) ), or (d) of the definition thereof to prepay outstanding Loans and then cash collateralize the Letter of Credit Outstandings. Prepayments and collateralization pursuant to this subsection 4.10 shall be made as set forth in subsection 4.5(c)."