Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default): (A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent; (B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent; (C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or (D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above. (ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction. (iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 6 contracts
Samples: Loan Agreement (Resaca Exploitation, Inc.), Loan Agreement (Resaca Exploitation, Inc.), Loan Agreement (Resaca Exploitation, Inc.)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) If a Borrowing Base Deficiency exists because of a periodic or special determination made pursuant to Section 2.9(b) or Section 2.9(c)(i), then Administrative Agent shall send a Borrowing Base Deficiency Notice to Borrower, and (z) the aggregate Commitments, the Borrower shall, after shall within 30 days following receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
Deficiency Notice elect whether to (A) prepay Advances oran amount which would, if prepaid immediately, reduce the Advances have been repaid in full, make deposits into Aggregate Revolving Credit Exposure to the Cash Collateral Account to provide cash collateral for the Letter amount of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
Base, (B) pledge as Collateral for the Obligations additional execute one or more Mortgages (or cause a Subsidiary to execute one or more Mortgages) covering such other Oil and Gas Properties not previously taken into account in the determination of the Borrowing Base as are acceptable to the Administrative Agent and each the Required Lenders having present values which, in the opinion of Lenders such that Administrative Agent and the Required Lenders, based upon Administrative Agent’s the Required Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base deficiency to an amount at least equal to the Aggregate Revolving Credit Exposure, or (C) do any combination of the foregoing as is cured acceptable to Administrative Agent. If Borrower fails to make an election within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters receipt of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unlessDeficiency Notice, concurrent with the written notice delivered to the Administrative Agent electing this option, the then Borrower shall be deemed to have delivered to selected the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided prepayment option specified in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (CA) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) deliver or shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required cause to be paid delivered such prepayments or Mortgages of additional Oil and Gas Properties in accordance with its election (or deemed election) pursuant to Section 2.12 2.9(e)(i) as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.follows:
Appears in 5 contracts
Samples: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) or clause (iii) below, if the aggregate outstanding amount a Borrowing Base Deficiency exists (including as a result of a reduction of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsresulting from a Borrowing Base redetermination made under Section 5.12), the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any (x) provide written notice to the Administrative Agent within 30 days of the date such deficiency notice is received by the Borrower from the Administrative Agent, identifying which of the following actions the Borrower shall take (and in the case of option (D), below, identifying the allocation between options (A), (B) and (C)), and (y) proceed to take such actions (and the failure of the Borrower to provide such notice or take such actions within the time periods specified to remedy such Borrowing Base deficiency Deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueinstallment; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (A), clause (B) and or clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments prepayment or deposit and deliver such additional Collateral within the time required under clause (A), clause (B) and or clause (C) above.
(ii) If, during the existence of a Borrowing Base Deficiency, any Credit Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Receipts, whether as one payment or a series of payments, then the Borrower shall, within three Business Days after receipt of such proceeds, prepay the Borrowings and provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the lesser of (i) such Borrowing Base Deficiency and (ii) 100% of such proceeds. The amount paid pursuant to this Section 2.5(c)(ii) shall be applied to reduce the amounts required to be prepaid pursuant to Section 2.5(c)(i) pro rata or, if applicable, to reduce the amount of additional Collateral that needs to be pledged pursuant to Section 2.5(c)(i)(B) or (D).
(iii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination reduction made under Section 2.02(c)(ii) or (iii2.2(g), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, then the Borrower shall immediately no later than one Business Day after the closing of the Hedge Event or Asset Sale, as applicable, prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction. To the extent that a Borrowing Base Deficiency exists prior to such reduction, then any amount prepaid pursuant to this Section 2.5(c)(iii) shall be applied to reduce the amounts required to be prepaid pursuant to Section 2.5(c)(i) pro rata or, if applicable, to reduce the amount of additional Collateral that needs to be pledged pursuant to Section 2.5(c)(i)(B) or (D).
(iiiiv) Each prepayment pursuant to this Section 2.05(b2.5(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.10 (other than prepayments made to a Defaulting Lender) as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b2.5(c) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 30 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 4 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Borrowing Base Deficiency. (i) Other than If any scheduled Monthly Commitment Reductions will result in a Borrowing Base Deficiency, the Borrowers shall, concurrently with the effective date of such Monthly Commitment Reduction, prepay the Advances in the amount of such deficiency.
(ii) Contemporaneously with (A) the sale of any Oil and Gas Property of any Borrower pursuant to Section 6.05 or (B) a termination of a Hedge Agreement to which a Borrower is a party, principal prepayments will be required, in each case, if such event results in a Borrowing Base Deficiency, in the amount of such deficiency; provided that if an Event of Default is then in existence, principal prepayments will be required, in each case, in the amount of one hundred percent (100%) of Net Proceeds thereof.
(iii) Except as provided in clause clauses (i) and (ii) belowof this Section 2.05(b), if upon the aggregate outstanding amount occurrence of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency, the Borrower Borrowers shall, after at the option of Borrowers communicated to Lender within ten (10) days of receipt of written notice from the Administrative Agent Lender regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay the Advances in the amount of the Borrowing Base Deficiency within ninety (90) days after the date such deficiency notice is received by Borrowers from Lender or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge provide, within thirty (30) days of such election by Borrowers, additional Collateral of a character and value satisfactory to Lender in its sole discretion, and/or cash as Collateral for to secure the Obligations additional Oil Obligations, by way of the execution and Gas Properties acceptable delivery to the Administrative Agent Lender of Security Documents in form and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
substance reasonably satisfactory to Lender, or (C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation affect any combination of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
alternatives described in clauses (DA) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause or (B) of this sentence and clause (C) above, and also indicating the amount acceptable to be prepaid Lender in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver its sole discretion. If such additional Collateral within the time required under clause (B) is provided by a Subsidiary of any Borrower, such Subsidiary shall become a Borrower for all purposes of this Agreement by execution of appropriate documents requested by Lender, all in form and clause (C) abovesubstance reasonably satisfactory to Lender.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iiiiv) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveprepayment.
Appears in 3 contracts
Samples: Senior First Lien Secured Credit Agreement (Cross Border Resources, Inc.), Senior First Lien Secured Credit Agreement (Red Mountain Resources, Inc.), Senior First Lien Secured Credit Agreement (Cross Border Resources, Inc.)
Borrowing Base Deficiency. In the event that at any time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Loans (ior provide cover for Letters of Credit as contemplated by Section 2.04(k)) Other than as provided in clause (ii) belowor, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) applicable, reduce Other Covered Indebtedness in such amounts as shall be necessary so that such Borrowing Base and Deficiency is promptly cured, provided that (zX) the aggregate Commitmentsamount of such prepayment of Loans (and cover for Letters of Credit) shall be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount; and (Y) if within 5 Business Days of the occurrence of any Borrowing Base Deficiency, the Borrower shall, after receipt of written notice from shall present to the Administrative Agent regarding such deficiency, take a reasonably feasible plan that will enable any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency Deficiency to be cured within 30-Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the 5 Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan. Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.11(c) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day Period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such 30-Business Day period, it is shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required Default under clause (Ba) and clause (C) aboveof Article VII.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 3 contracts
Samples: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp.), Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp), Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)
Borrowing Base Deficiency. Subject to Sections 2.05(b)(ii), (i) Other than as provided in clause iii), and (ii) belowiv), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within three (3) Business Days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit ExposureAdvances, such that the Borrowing Base Deficiency is cured, and (2) make such payments and deposits within ten (10) days after the date such deficiency notice is cured received by the Borrower;
(B) (1) within 10 three (3) Business Days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to provide petroleum engineering information with respect to additional Oil and Gas Properties of the Borrower and the other Loan Parties not previously included in the most recently delivered Reserve Report and, if required under Section 5.08, mortgaging such additional Oil and Gas Properties in compliance with the requirements of Section 5.08) that, in each case, are reasonably acceptable to the Administrative Agent and would result in an increase to the Borrowing Base (in an amount proposed by the Administrative Agent and approved by the Required Lenders) sufficient to cure such Borrowing Base Deficiency, (2) deliver such petroleum engineering information within ten (10) Business Days after the date such deficiency notice is received by the Borrower from and (3) deliver supplemental Security Instruments, if necessary, within the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received time period required by the Borrower from the Administrative AgentSection 5.08;
(C) (i1) deliver, within 10 three (3) Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of CreditAdvances, each in five equal monthly installments equal to one-fifth in amounts such that within ninety (90) days, 50% of such Borrowing Base deficiency with Deficiency is cured and within 180 days, the first such installment due 30 days after the date such deficiency notice entire Borrowing Base Deficiency is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment cured, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i1) deliver, within 10 three (3) Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause Section 2.05(b)(i)(A), (B) and clause (C) above), and also indicating the amount to be prepaid within ten (10) days, the amount to be prepaid in installments and the amount to be provided as additional CollateralOil and Gas Properties, and (ii2) make such five initial prepayment, make such six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause Section 2.05(b)(i)(A), (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
Appears in 3 contracts
Samples: Borrowing Base Agreement (TXO Partners, L.P.), Credit Agreement (TXO Partners, L.P.), Credit Agreement (MorningStar Partners, L.P.)
Borrowing Base Deficiency. (ia) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure Revolving Facility Usage ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent, elect by written notice to the Administrative Agent regarding such deficiency, to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that eliminate the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;deficiency:
(Bi) pledge as Collateral for the Obligations add additional Oil and Gas Properties reasonably acceptable to the Administrative Agent and each of Lenders the Syndication Agent to the Borrowing Base Properties such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency Borrower’s notice is received by the Borrower from the Administrative Agent;of election; or
(Cii) either (ia) deliverwithin 30 days following the delivery of such notice, within 10 Business Days after prepay Loans in an aggregate principal amount equal to such Borrowing Base Deficiency or (b) eliminate such Borrowing Base Deficiency by making six (6) consecutive, mandatory, equal, monthly prepayments of principal on the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of CreditRevolving Credit Loans, each of which shall be in five monthly installments equal to one-fifth the amount of 1/6th of the amount of such Borrowing Base deficiency with Deficiency, commencing on the first Business Day of the first calendar month following the delivery of such installment due notice and continuing on the first Business Day of each calendar month thereafter. If the Revolving Credit Loans have been repaid in full and a Borrowing Base Deficiency still exists, the Borrower shall Cash Collateralize the Letter of Credit Obligations such that the Borrowing Base Deficiency is eliminated within a period of 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Revolving Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances Loans have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iiib) Each prepayment pursuant to this Section 2.05(b) 5.11 [Borrowing Base Deficiency] shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveprepayment.
Appears in 3 contracts
Samples: Revolving Credit Facility (CNX Resources Corp), Credit Agreement (CNX Resources Corp), Credit Agreement (CONSOL Energy Inc)
Borrowing Base Deficiency. Upon the occurrence of a Borrowing Base Deficiency, the Administrative Agent shall notify EPC of such Borrowing Base Deficiency. Within ten (10) days from and after the Borrowing Base Deficiency Notification Date, EPC shall notify the Administrative Agent that the Borrowers elect to take one of the following actions:
(i) Other than Execute and deliver to the Administrative Agent supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional Hydrocarbon Interests owned by EPPG which are not then designated as Borrowing Base Properties and which are of a type and nature, and having a value (determined by the Administrative Agent in its sole discretion using the standards applicable to a Borrowing Base Redetermination), in addition to other Borrowing Base Properties reasonably satisfactory to the Administrative Agent and the Required Lenders, sufficient to eliminate the Borrowing Base Deficiency;
(ii) Make a payment with respect to the Obligations (which shall be applied, or held for application, as the case may be, by the Administrative Agent to the payment of the aggregate unpaid principal amount of those Loans then outstanding and then Letter of Credit Outstandings) in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency within thirty (30) days after the Borrowing Base Deficiency Notification Date;
(iii) Execute and deliver additional Security Documents, as provided in clause (i) above, sufficient to eliminate a portion of the Borrowing Base Deficiency and make a payment as provided in clause (ii) below, if above in an aggregate principal amount sufficient to eliminate the aggregate outstanding amount balance of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueDeficiency; or
(Div) Make six (i6) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayments of principal of the Borrowing Baseoutstanding Loans, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount each of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower which shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, be in an amount equal to (A) such portion 1/6th of the amount of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reductionDeficiency, then an amount equal to commencing on the lesser of (i) the net cash proceeds first Monthly Date following delivery of the transaction that triggered notice of Borrower’s election, and continuing on each Monthly Date thereafter until such Borrowing Base reduction and (ii) Deficiency has been eliminated by such portion prepayments, addition of properties to the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as Properties or a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure combination of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveforegoing.
Appears in 3 contracts
Samples: Credit Agreement (El Paso Production Holding Co), Credit Agreement (El Paso CGP Co), Credit Agreement (El Paso Corp/De)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii), clause (iii) or clause (iv) below, if the aggregate outstanding amount a Borrowing Base Deficiency exists (including as a result of a reduction of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsresulting from a Borrowing Base redetermination made under Section 5.12), the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any (x) provide written notice to the Administrative Agent within 30 days of the date such deficiency notice is received by the Borrower from the Administrative Agent, identifying which of the following actions the Borrower shall take (and in the case of option (D), below, identifying the allocation between options (A), (B) and (C)), and (y) proceed to take such actions (and the failure of the Borrower to provide such notice or take such actions within the time periods specified to remedy such Borrowing Base deficiency Deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueinstallment; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (A), clause (B) and or clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments prepayment or deposit and deliver such additional Collateral within the time required under clause (A), clause (B) and or clause (C) above.
(ii) If, during the existence of a Borrowing Base Deficiency, any Credit Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Receipts, whether as one payment or a series of payments, then the Borrower shall, within three Business Days after receipt of such proceeds, prepay the Borrowings and provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the lesser of (i) such Borrowing Base Deficiency and (ii) 100% of such proceeds. The amount paid pursuant to this Section 2.5(c)(ii) shall be applied to reduce the amounts required to be prepaid pursuant to Section 2.5(c)(i)(C) pro rata or, if applicable, to reduce the amount of additional Collateral that needs to be pledged pursuant to Section 2.5(c)(i)(B) or (D).
(iii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination reduction made under Section 2.02(c)(ii2.2(e) or (iii), Section 2.2(g) if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, then the Borrower shall shall, (A) immediately after the closing of the applicable Hedge Event, or (B) within one Business Day of the closing of an Asset Sale or the Specified Hugoton Assets Sale, as applicable, prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction. To the extent that a Borrowing Base Deficiency exists prior to such reduction, then any amount prepaid pursuant to this Section 2.5(c)(iii) shall be applied to reduce the amounts required to be prepaid pursuant to Section 2.5(c)(i)(C) pro rata or, if applicable, to reduce the amount of additional Collateral that needs to be pledged pursuant to Section 2.5(c)(i)(B) or (D).
(iiiiv) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base reduction made under Section 2.2(f), if a Borrowing Base Deficiency exists, then the Borrower shall, on the same Business Day on which the proceeds from the incurrence or issuance of Specified Additional Debt are received by the applicable Credit Party, prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base Deficiency resulting from such reduction plus (B) if a Borrowing Base Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base Deficiency in existence immediately prior to such reduction. To the extent that a Borrowing Base Deficiency exists prior to such reduction, then any amount prepaid pursuant to this Section 2.5(c)(iv) shall be applied to reduce the amounts required to be prepaid pursuant to Section 2.5(c)(i)(C) pro rata or, if applicable, to reduce the amount of additional Collateral that needs to be pledged pursuant to Section 2.5(c)(i)(B) or (D).
(v) Each prepayment pursuant to this Section 2.05(b2.5(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.10 (other than prepayments made to a Defaulting Lender) as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b2.5(c) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 30 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 2 contracts
Samples: Credit Agreement (Berry Petroleum Corp), Credit Agreement (Berry Petroleum Corp)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) or clause (iii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any (x) provide written notice to the Administrative Agent within ten days of the date such deficiency notice is received by the Borrower from the Administrative Agent, identifying which of the following actions the Borrower shall take (and in the case of option (D), below, identifying the allocation between options (B) and (C)), and (y) proceed to take such actions (and the failure of the Borrower to provide such notice or take such actions to remedy such Borrowing Base deficiency Deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five three monthly installments equal to one-fifth third of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment installment;
(D) combine the options provided in clause (A) and clause (iiB) above, to make such payments prepayment or deposit and deposits deliver such additional Collateral within such the time periods; required under clause (A) and clause (B) above;
(E) combine the options provided that, the Borrowing Base deficiency cure permitted under this in clause (A) and clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstratesabove, to make such prepayment or deposit and deliver such additional Collateral within the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments time required under clause (A) and to otherwise pay its other Debt and trade accounts payable as they become dueclause (C); or
(DF) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five three equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) If, during the existence of a Borrowing Base Deficiency, any Credit Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Receipts, whether as one payment or a series of payments, then the Borrower shall, within three Business Days after receipt of such proceeds, prepay the Borrowings and provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the lesser of (i) such Borrowing Base Deficiency and (ii) 100% of such proceeds.
(iii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii2.2(c) or (iiia Borrowing Base reduction made under Section 2.2(e), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction.
(iiiiv) Each prepayment pursuant to this Section 2.05(b2.5(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.10 (other than prepayments made to a Defaulting Lender) as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b2.5(c) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 2 contracts
Samples: Credit Agreement (Triangle Petroleum Corp), Credit Agreement (Triangle Petroleum Corp)
Borrowing Base Deficiency. Upon the occurrence of a Borrowing Base Deficiency, the Administrative Agent shall notify the Borrowers’ Representative of such Borrowing Base Deficiency. Within 20 days from and after the Borrowing Base Deficiency Notification Date, the Borrowers’ Representative shall notify the Administrative Agent that the Borrowers elect to take one of the following actions:
(i) Other than Execute and deliver to the Administrative Agent supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional Hydrocarbon Interests directly owned by any Borrower which are not then designated as Borrowing Base Properties and which are of a type and nature, and having a value (determined by the Administrative Agent in its sole discretion using the standards applicable to a Borrowing Base redetermination), in addition to other Borrowing Base Properties reasonably satisfactory to the Administrative Agent and the Required Lenders, sufficient to eliminate the Borrowing Base Deficiency;
(ii) Make a payment with respect to the Obligations (which shall be applied, or held for application, as the case may be, by the Administrative Agent to the payment of the aggregate unpaid principal amount of those Loans then outstanding and then Letter of Credit Outstandings) in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency within thirty (30) days after the Borrowing Base Deficiency Notification Date;
(iii) Execute and deliver additional Security Documents, as provided in clause (i) above, sufficient to eliminate a portion of the Borrowing Base Deficiency and make a payment as provided in clause (ii) below, if above in an aggregate principal amount sufficient to eliminate the aggregate outstanding amount balance of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueDeficiency; or
(Div) Make six (i6) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayments of principal of the Borrowing Baseoutstanding Loans, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount each of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower which shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, be in an amount equal to (A) such portion 1/6th of the amount of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reductionDeficiency, then an amount equal to commencing on the lesser of (i) the net cash proceeds first Monthly Date following delivery of the transaction that triggered notice of Borrower’s election, and continuing on (or, at the Borrowers’ option, before) each Monthly Date thereafter until such Borrowing Base reduction and (ii) Deficiency has been eliminated by such portion prepayments, addition of properties to the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as Properties or a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure combination of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveforegoing.
Appears in 2 contracts
Samples: Credit Agreement (EP Energy Corp), Credit Agreement (El Paso Corp/De)
Borrowing Base Deficiency. If the sum of (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus (ii) the excess, if any, of the Tranche A Letter of Credit Exposure over the amount held in the Tranche A Cash Collateral Account at such time, ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Tranche A Commitments, the Borrower shall, Representative shall after receipt of written notice from the Administrative Agent regarding such deficiency, take any deliver to the Administrative Agent within ten days of receipt of such notice from the Administrative Agent, a written response indicating which of the following actions (or combination thereof) the Borrowers intend to take to remedy such deficiency (and the failure of the Borrower Representative to take deliver such actions election notice or the Borrowers to perform the action chosen to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay Advances to the extent of the deficiency set forth in such notice or, if the Advances have been repaid in full, make deposits into the Tranche A Cash Collateral Account to provide cash collateral for cause the amount held in such account to equal the Tranche A Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days days after the date such deficiency notice is received by the Borrower Representative from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower Representative from the Administrative Agent;; or
(Ciii) (ia) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, deliver written notice to the Administrative Agent indicating the Borrower’s Borrowers’ election to repay the Advances and make deposits into the Tranche A Cash Collateral Account to provide cash collateral for the Tranche A Letters of Credit, in each case to the extent of the deficiency set forth in such notice, each in five six monthly installments equal to one-fifth sixth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower Representative from the Administrative Agent and each following installment due 30 days after the preceding installment installment, and (iib) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i) and (iii) of this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 2 contracts
Samples: Credit Agreement (Mariner Energy Inc), Credit Agreement (Mariner Energy Resources, Inc.)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Tranche A Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (yi) Borrowing Base and (zii) the aggregate Tranche A Commitments, the Borrower shall, shall after receipt of written notice from the Administrative Agent regarding such deficiency, take any deliver to the Administrative Agent within ten days of receipt of such notice from the Administrative Agent, a written response indicating which of the following actions it intends to take to remedy the Borrowing Base deficiency (and the failure of the Borrower to take deliver such actions election notice or to perform the action chosen to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay Tranche A Advances to the extent of the Borrowing Base deficiency set forth in such notice or, if the Tranche A Advances have been repaid in full, make deposits to the extent of such Borrowing Base deficiency set forth in such notice into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;; or
(Ciii) (iA) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, deliver written notice to the Administrative Agent indicating the Borrower’s 's election to repay the Tranche A Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, in each case to the extent of the Borrowing Base deficiency set forth in such notice, each in five six monthly installments equal to one-fifth sixth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment installment, and (iiB) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i) and (iii) of this Section 2.05(b) shall be applied to the Tranche A Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 2 contracts
Samples: Credit Agreement (Mariner Energy Inc), Credit Agreement (Mariner Energy Resources, Inc.)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii), clause (iii) or clause (iv) below, if the aggregate outstanding amount a Borrowing Base Deficiency exists (including as a result of a reduction of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsresulting from a Borrowing Base redetermination made under Section 5.12), the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any (x) provide written notice to the Administrative Agent within 30 days of the date such deficiency notice is received by the Borrower from the Administrative Agent, identifying which of the following actions the Borrower shall take (and in the case of option (D), below, identifying the allocation between options (A), (B) and (C)), and (y) proceed to take such actions (and the failure of the Borrower to provide such notice or take such actions within the time periods specified to remedy such Borrowing Base deficiency Deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueinstallment; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (A), clause (B) and or clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments prepayment or deposit and deliver such additional Collateral within the time required under clause (A), clause (B) and or clause (C) above.
(ii) If, during the existence of a Borrowing Base Deficiency, any Credit Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Receipts, whether as one payment or a series of payments, then the Borrower shall, within three Business Days after receipt of such proceeds, prepay the Borrowings and provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the lesser of (i) such Borrowing Base Deficiency and (ii) 100% of such proceeds. The amount paid pursuant to this Section 2.5(c)(ii) shall be applied to reduce the amounts required to be prepaid pursuant to Section 2.5(c)(i)(C) pro rata or, if applicable, to reduce the amount of additional Collateral that needs to be pledged pursuant to Section 2.5(c)(i)(B) or (D).
(iii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination reduction made under Section 2.02(c)(ii) or (iii2.2(g), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, then the Borrower shall immediately no later than one Business Day after the closing of the Hedge Event or Asset Sale, as applicable, prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction. To the extent that a Borrowing Base Deficiency exists prior to such reduction, then any amount prepaid pursuant to this Section 2.5(c)(iii) shall be applied to reduce the amounts required to be prepaid pursuant to Section 2.5(c)(i)(C) pro rata or, if applicable, to reduce the amount of additional Collateral that needs to be pledged pursuant to Section 2.5(c)(i)(B) or (D).
(iiiiv) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base reduction made under Section 2.2(h), if a Borrowing Base Deficiency exists, then the Borrower shall no later than one Business Day after the incurrence of Specified Additional Debt, prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base Deficiency resulting from such reduction plus (B) if a Borrowing Base Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base Deficiency in existence immediately prior to such reduction. To the extent that a Borrowing Base Deficiency exists prior to such reduction, then any amount prepaid pursuant to this Section 2.5(c)(iv) shall be applied to reduce the amounts required to be prepaid pursuant to Section 2.5(c)(i) pro rata or, if applicable, to reduce the amount of additional Collateral that needs to be pledged pursuant to Section 2.5(c)(i)(B) or (D).
(v) Each prepayment pursuant to this Section 2.05(b2.5(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.10 (other than prepayments made to a Defaulting Lender) as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b2.5(c) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 30 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 2 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (yi) Borrowing Base and (zii) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any deliver to the Administrative Agent within ten days of receipt of such notice from the Administrative Agent, a written response indicating which of the following actions it intends to take to remedy the Borrowing Base deficiency (and the failure of the Borrower to take deliver such actions election notice or to perform the action chosen to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;; or
(Ciii) (iA) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six monthly installments equal to one-fifth sixth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (iiB) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i) and (iii) of this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 2 contracts
Samples: Credit Agreement (Cano Petroleum, Inc), Credit Agreement (Cano Petroleum, Inc)
Borrowing Base Deficiency. (i) Other than as provided in clause clauses (ii), (iii) and (iv) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency Deficiency shall constitute an Event election of Defaultclause (C) below):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) (i) deliver, within 10 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to pledge as Collateral for the Secured Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and the Required Lenders such that the Borrowing Base Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and (ii) provide such pledge of additional Oil and Gas Properties within such time period;
(C) (i) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent (or such earlier date as agreed to between the Borrower and the Administrative Agent) and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five three equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above. For the avoidance of doubt, (x) unless the Borrower delivers the requisite written notice to the Administrative Agent of its election under clause (B), (C) or (D) above, the Borrower is deemed to have elected to cure such Borrowing Base Deficiency as provided in clause (C) above, (y) if a scheduled Borrowing Base redetermination, a Borrowing Base redetermination allowed under Section 2.02(c), or a Borrowing Base redetermination on account of title defects in connection with the Oil and Gas Properties given BB Value (each, an “Additional Trigger”) occurs during the existence of a Borrowing Base Deficiency and an incremental Borrowing Base Deficiency amount results as a result of such Additional Trigger, then the Borrower shall remedy such incremental Borrowing Base Deficiency pursuant to the terms of this Section 2.05(b)(i), including, if selected by the Borrower, with additional three monthly installments as to such incremental amount, and (z) in any event, all outstanding Advances shall be paid in full on the Commitment Termination Date and all Letter of Credit Exposure shall be Cash Collateralized in the Minimum Collateral Amount on the Commitment Termination Date.
(ii) Upon each reduction If, during the existence of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(iiDeficiency, any Loan Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Cash Proceeds, whether as one payment or (iii)a series of payments, if then the aggregate outstanding amount Borrower shall, within one Business Day after receipt of such proceeds, prepay the Advances plus Borrowings and Cash Collateralize the Letter of Credit Exposure exceeds Exposure, in an aggregate amount equal to the lesser of the (yi) such Borrowing Base Deficiency and (zii) 100% of such proceeds.
(iii) If the aggregate CommitmentsBorrowing Base is reduced under Section 2.02(d)(i) and such reduction results in a Borrowing Base Deficiency, then the Borrower shall (A) with respect to a Disposition, prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured within one Business Day after the date the proceeds of such Disposition are received, (B) with respect to a Hedge Event, prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured on the Business Day the proceeds of such Hedge Event are received, and (C) with respect to a reduction in the Borrowing Base as a result of a notice event triggered under
Section 6.01 (g), prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency on account thereof is cured within one Business Day after such reduction in the Borrowing Base.
(iv) If the Borrowing Base is reduced under Section 2.02(d)(ii) and such reduction results in a Borrowing Base Deficiency, then the Borrower shall, immediately upon the effectiveness of such reduction, prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A1) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B2) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction Senior Unsecured Note Indebtedness and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction.
(v) If a Disposition of Oil and Gas Properties or Oil and Gas Related Properties or a Hedge Event occurs during the period when a Borrowing Base Deficiency already exists, then in addition to the requirement to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit to cure any Borrowing Base Deficiency occurring as a result thereof (as provided in clause (iii) above), the Borrower shall apply any remaining proceeds resulting from such Disposition or Hedge Event on the date such proceeds are received as prepayments of all unpaid monthly installments or payments required under this Section 2.05(b), applied pro rata to such payments.
(vi) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than If for any reason, as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) any Borrowing Base and (z) the aggregate CommitmentsTest Date, a Borrowing Base Deficiency exists, the Borrower shallBorrower, after receipt of written notice from the Administrative Agent regarding such deficiencyand applicable bank will enter into a Borrowing Base Proceeds Account Control Agreement covering the bank account(s) where Borrowing Base Proceeds are received (the “Borrowing Base Proceeds Account”) and (x) the Administrative Agent may, take any of subject to the following actions (and the failure right of the Borrower to take such actions submit a reasonably feasible plan to remedy cure such Borrowing Base deficiency shall constitute an Event of Default):
Deficiency (A) prepay Advances oras set forth below), if the Advances have been repaid apply any and all proceeds in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Proceeds Account to the Loans until the Borrowing Base Coverage Ratio is cured at least 1.50 to 1.00 on a pro forma basis after giving effect to such prepayment or (y) to the extent the Borrowing Base Proceeds Account Control Agreement has not yet become effective, the Borrower will within 10 five (5) Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral Certificate for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice Test Date is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount required to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made delivered under Section 2.02(c)(ii) or (iii5.01(f), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances orLoans, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposurewithout premium or penalty, in an amount equal to (A) such portion of the amount necessary to cause the Borrowing Base deficiency resulting from Coverage Ratio to equal 1.50 to 1.00 on a pro forma basis after giving effect to such reduction plus prepayment. Notwithstanding the foregoing, the Borrower may elect, instead of prepaying the Loans as set forth in clauses (Bx) if and (y) of the previous sentence, to present to the Administrative Agent a reasonably feasible plan within five (5) Business Days after the date the Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered Certificate for such Borrowing Base reduction and Test Date is required to be delivered under Section 5.01(f) that will enable any Borrowing Base Deficiency to be cured within thirty (ii30) such portion of Business Days after the date the Borrowing Base deficiency in existence immediately prior to Certificate for such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, Borrowing Base Test Date is required to be paid pursuant to delivered under Section 2.12 as a result 5.01(f). Upon delivery of such plan, the Borrower shall use all commercially reasonable efforts to effectuate such plan and, in any event, shall effectuate any such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied required at or prior to the Advances as determined by end of such thirty (30) Business Day period (which thirty (30) Business Day period shall include the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure five (5) Business Days permitted for delivery of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) abovesuch plan).
Appears in 1 contract
Samples: Senior Secured Term Loan Facility Agreement (Home Loan Servicing Solutions, Ltd.)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) belowSubject to Section 2.05(b)(ii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured cured, and (2) make such payments and deposits within 10 days after the date such deficiency notice is received by the Borrower;
(B) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower from Borrower, deliver a written notice to the Administrative Agent;
(B) Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
Borrower; (C) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided in clause (iiSubject to Section 2.4.(d) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower’s written election;
(Bii) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders Majority Banks to the Borrowing Base such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueelection; or
(Diii) (i) deliver, within 10 Business Days after pay the date deficiency in monthly installments in amounts not greater than one-half of the deficiency in any one monthly payment or such deficiency notice is received by the Borrower from the Administrative Agent, written notice lesser amounts satisfactory to the Administrative Agent indicating Majority Banks for the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from is eliminated in a period of 90 days or such reduction plus (B) if a Borrowing Base deficiency exists prior longer period satisfactory to such reductionthe Majority Banks, then but in no event to exceed six months, by irrevocably dedicating an amount equal of the monthly cash flow from the Borrower’s and its Subsidiaries’ Oil and Gas Properties to the lesser prepayment of (i) the net Advances and cash proceeds collateralization of the transaction that triggered such Borrowing Base reduction and (ii) such portion Letter of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Credit Exposure; Each prepayment pursuant to this Section 2.05(b2.4(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit Agreement (Stone Energy Corp)
Borrowing Base Deficiency. Any Borrowing Base Deficiency shall occur and be continuing which is not eliminated by the Borrower's prepayment within seven (7) Business Days of then outstanding Swing Line Advances or Revolving Credit Advances in an amount sufficient to eliminate such Borrowing Base Deficiency; then, and in any such event, the Administrative Agent (i) Other than as provided in clause (ii) belowshall at the request, if or may with the aggregate outstanding amount consent, of the Advances plus Required Lenders, by notice to the Borrower, declare the Commitments of each appropriate Lender (other than the Commitment in respect of Letter of Credit Exposure ever exceeds Advances by the lesser Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.2(b)) and of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower Issuing Bank to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter issue Letters of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and terminated, whereupon the amount to be provided as additional Collateralsame shall forthwith terminate, and (ii) make shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such five equal consecutive monthly installments interest and deliver all such additional Collateral within other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the time required under clause Borrower, (B) by notice to each party required under the terms of any agreement in support of which a Standby Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and clause payable; PROVIDED, HOWEVER, that in the event of an actual or deemed entry of an order for relief with respect to any Loan Party or any of its Subsidiaries under the Federal Bankruptcy Code, (x) the obligation of each Lender to make Advances (other than Letter of Credit Advances by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.2(b)) and of the Issuing Bank to issue Letters of Credit shall automatically be terminated and (y) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower and (C) above.
(ii) Upon each reduction pursue any and all rights and remedies available under this Agreement or the other Loan Documents. -91- If any Event of Default shall have occurred and be continuing, the Administrative Agent may, or shall at the request of the Borrowing BaseRequired Lenders, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount irrespective of whether it is taking any of the Advances plus actions described in Article 9 or otherwise, make demand upon the Letter of Credit Exposure exceeds Borrower to, and forthwith upon such demand the lesser Borrower will, pay to the Administrative Agent on behalf of the (y) Borrowing Base and (z) Lender Parties in same day funds at the aggregate CommitmentsAdministrative Agent's office designated in such demand, then for deposit in the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the L/C Cash Collateral Account to provide cash collateral for the Letter of Credit ExposureAccount, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser aggregate Available Amount of all Letters of Credit then outstanding. If at any time the Administrative Agent determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lender Parties or that the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the excess of (ia) such aggregate Available Amount over (b) the net cash proceeds total amount of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amountsfunds, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to then held in the Advances as determined by L/C Cash Collateral Account that the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed determines to be an election by the Borrower to take the actions provided in clause (i)(A) abovefree and clear of any such right and claim.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If at any time the aggregate outstanding unpaid ------------------------- principal balance of the Loans plus the aggregate amount of the Advances plus the Letter of Credit Exposure ever LC Obligations exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments"Borrowing Base -------------- Deficiency"), the Borrower shall, within thirty (30) days after ---------- Administrative Agent sends written notice of such fact to Borrower, either (1) prepay the principal of the Loans (and, upon repayment of all Loans, shall provide LC Collateral as set forth in Section 3.6) in an aggregate amount at least equal to such Borrowing Base Deficiency (in this section, a "Mandatory Prepayment Amount"), or (2) give notice --------------------------- to Administrative Agent electing to prepay such Mandatory Prepayment Amount in three (3) (or fewer) monthly installments, or (3) within thirty (30) days after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances orDeficiency, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable deliver to the Administrative Agent such deeds of trust and each mortgages, in form and substance satisfactory to Administrative Agent, on oil and gas properties of Lenders such that the Borrower not then currently included in the Borrowing Base deficiency is cured within 30 days after and having, in the date such deficiency notice is received by sole and absolute discretion of the Borrower from the Administrative Agent;
(C) (i) deliverLenders, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments an incremental Borrowing Base value at least equal to one-fifth one hundred percent (100%) of such Borrowing Base deficiency with Deficiency, or (4) will cure such Borrowing Base Deficiency by a combination of the actions required by this Section 2.10(b)(i), within the time periods required thereby. Each such installment shall equal or exceed one-third of such Borrowing Base Deficiency; the first such installment due 30 shall be paid with in sixty (60) days after of the date giving of such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to subsequent installments shall be provided as additional Collateral, due and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered payable at one month intervals thereafter until such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionDeficiency has been eliminated.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) belowSubject to Section 2.05(b)(ii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within 3 days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured cured, and (2) make such payments and deposits within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(B) (1) within 3 days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(C) (i1) deliver, within 10 Business Days 3 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i1) deliver, within 10 Business Days 3 days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii2) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
Appears in 1 contract
Borrowing Base Deficiency. If at any time, (i) Other than during the Revolving Loan Period, the aggregate outstanding amount of Loans exceeds, as provided of the date of determination, [***] of the fair market value of the Eligible Pledged Servicing Rights as reflected in clause the Servicing Appraisal deemed most accurate, as determined by Bank in its reasonable discretion, plus the sum of (x) [***] of the P&I Advances and Escrow Advances, and (y) the lesser of [***] of the Corporate Advances or [***], or (ii) belowafter the Conversion Date, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser Loans exceeds, as of the date of determination, [***] of the fair market value of the Eligible Pledged Servicing Rights as reflected in the Servicing Appraisal deemed most accurate, as determined by Bank in its reasonable discretion (y) each such excess, a “Borrowing Base and (z) the aggregate CommitmentsDeficiency”), the then Bank may by notice to Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the require Borrower to take such actions transfer to remedy such Borrowing Base deficiency shall constitute Bank cash in an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account amount at least equal to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date Deficiency (such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliverrequirement, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice a “Margin Call”). Notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b2.4 may be given by any written or electronic means. Any notice given before 9:00 a.m. (Pacific time) on a Business Day shall be accompanied by accrued interest met, and the related Margin Call satisfied, no later than 5:00 p.m. (Pacific time) on such Business Day; notice given after 9:00 a.m. (Pacific time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (Pacific time) on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretionfollowing Business Day. The failure of Bank, on any one or more occasion, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject to limit the right of Bank to do so at a later date. Borrower and Bank each agree that a failure or delay by Bank to provide a notice of exercise its election within the required 10 days as required rights hereunder shall not limit or waive Bank’s rights under this Agreement or otherwise existing by law or in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveany way create additional rights for Borrower.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of (x) the (y) Borrowing Base and (zy) the aggregate Commitments, the Borrower shall, shall after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent Required Lenders in their sole discretion (and each of Lenders deliver such title evidence thereto to the extent required under Section 5.10 and deliver Engineering Reports covering such Oil and Gas Properties acceptable to the Required Lenders) such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Ciii) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s 's election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five equal consecutive monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (iiB) make such payments and deposits within such time periods; provided thatperiods (provided, however, that if at the end of such five (5) month period, the aggregate principal balance of the Advances plus the Letter of Credit Exposure again exceeds the lesser of (x) the Borrowing Base deficiency cure permitted under this clause or (Cy) the aggregate Commitments, interest shall not be available accrue on the Advances at the Default Rate until such time Borrowing Base is equal to or exceeds the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation aggregate principal balance of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueAdvances); or
(Div) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s 's election to combine the options provided in clause (Bii) and clause (Ciii) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (iiB) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (Bii) and clause (Ciii) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i), (iii) and (iv) of this Section 2.05(b) shall be applied to the Advances as requested by the Borrower if no Default then exists or, if a Default then exists, shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveAgent.
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Borrowing Base Deficiency. (a) If a Borrowing Base Deficiency shall exist because of a periodic or special redetermination of the Borrowing Base pursuant to Section 4.2 or Section 4.4, then Administrative Agent shall notify Borrower of the same, and Borrower shall within thirty (30) days following receipt of such notice elect in writing whether to (i) Other than prepay an amount which will eliminate the Borrowing Base Deficiency, or (ii) execute and deliver to Administrative Agent instruments mortgaging such other collateral as is reasonably acceptable to the Majority Lenders, pursuant to security documents in form reasonably acceptable to Administrative Agent having present values which, in the opinion of Majority Lenders, based upon Majority Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the Aggregate Credit Exposure, or (iii) do any combination of the foregoing.
(b) If Borrower elects to prepay such deficiency under clause (i) above, then such prepayment shall be made in six (6) equal consecutive monthly installments beginning on the Deficiency Payment Commencement Date and continuing on the same day of each month thereafter until paid, which payments shall be applied as follows:
(i) if no Term Loans are then outstanding, prepay the Revolving Credit Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency (and to the extent that any Borrowing Base Deficiency remains as a result of outstanding Reimbursement Obligations after such prepayment of the Revolving Credit Borrowings, pay to Administrative Agent, on behalf of the Lenders, an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral for the outstanding Reimbursement Obligations),
(ii) if there are any Term Loans and any Revolving Credit Borrowings and/or Reimbursement Obligations then outstanding, then the Borrower shall, at its election, either:
(A) (1) prepay Revolving Credit Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency, (2) to the extent that any Borrowing Base Deficiency remains after such prepayment of the Revolving Credit Borrowings, prepay the Term Loans in an aggregate principal amount equal to such Borrowing Base Deficiency, and (3) to the extent that any Borrowing Base Deficiency remains as a result of outstanding Reimbursement Obligations after such prepayment of the Revolving Credit Borrowings and the Term Loans, pay to Administrative Agent, on behalf of the Lenders, an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral for the outstanding Reimbursement Obligations, or
(B) prepay the Revolving Credit Borrowings (and to the extent that any Borrowing Base Deficiency remains as a result of outstanding Reimbursement Obligations after such prepayment of the Revolving Credit Borrowings, pay to Administrative Agent, on behalf of the Lenders, an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral for the outstanding Reimbursement Obligations) and the Term Loans, on a pro rata basis, in proportion to the Aggregate Revolving Credit Exposure and the Aggregate Term Loan Exposure outstanding at such time, in an aggregate amount equal to such Borrowing Base Deficiency. MRC Energy Company Credit Agreement 76 Notwithstanding anything to the contrary contained in this Section 4.6, Borrower may not, and shall not be required to, prepay any Term Loans under this Section 4.6 unless after giving effect to such payment, each of the Specified Conditions is satisfied on a pro forma basis and, a portion of any such amounts that would otherwise have been paid in respect of Term Loans (but for this Section 4.6(b)(iii)) shall instead be applied as prepayments of Revolving Advances.
(c) If Borrower so elects to mortgage additional Oil and Gas Properties, then clause (ii) belowabove shall be accomplished within thirty (30) days from Administrative Agent’s date of notification. If Borrower fails to make an election among clauses (i) through (iii) above within thirty (30) days from Administrative Agent’s notification, if then (x) Borrower shall be deemed to have selected the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the payment option specified in clause (i) above, and (y) Borrower shall make such payment in six (6) equal consecutive monthly installments beginning on the Deficiency Payment Commencement Date and continuing on the same day of each month thereafter until paid. “Deficiency Payment Commencement Date” means (a) a day not later than the thirtieth (30th) day from the date of Administrative Agent’s notification of the Borrowing Base and Deficiency, in the case where Borrower elects the payment option for clause (zi) the aggregate Commitmentsabove or fails to make an election, the Borrower shall, or (b) a day which is within ten (10) days after receipt of written notice from the Administrative Agent regarding that such deficiency, take any of the following actions property submitted pursuant to clause (and the failure of the Borrower ii) above are not acceptable or do not have sufficient present value to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that eliminate the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Deficiency, as applicable. If Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations makes an election to mortgage additional Oil and Gas Properties but such Oil and Gas Properties are not reasonably acceptable to the Administrative Agent and each of Majority Lenders such that or do not have present values which in the aggregate are sufficient to eliminate the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
Deficiency, then (Cx) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall be deemed to have delivered to selected the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required payment option specified in clause (i) above above, and (y) Borrower shall be deemed to be an election by make such payment in six (6) equal consecutive monthly installments beginning on the Borrower to take Deficiency Payment Commencement Date and continuing on the actions provided in clause (i)(A) abovesame day of each month thereafter until paid.
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Borrowing Base Deficiency. (iSubject to Section 2.05(b)(ii) Other than as provided in clause (ii) belowand Section 2.05(b)(v), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured, and (2) make such payments and deposits within 30 days after the date such deficiency notice is cured received by the Borrower;
(B) (1) within 10 3 Business Days after the date such deficiency notice is received by the Borrower from Borrower, deliver a written notice to the Administrative Agent;
(B) Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(C) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided thatprovided, that the Borrowing Base deficiency Deficiency cure permitted under this clause Clause (C) shall not be available to the Borrower unless, concurrent with (1) no Event of Default exists and is continuing at the time written notice of such election shall have been delivered to the Administrative Agent electing this optionAgent, and (2) concurrent with the delivery of such written notice, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s 's consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s 's satisfaction, the Borrower’s ability 's availability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to combine any of the options provided in clause (A), clause (B) and clause (C) above, and also indicating the amount to be prepaid within 10 days, the amount to be prepaid in installments and the amount to be provided as additional Collateral, as applicable, and (ii2) make such five initial prepayment, make such six equal consecutive monthly installments and deliver such additional Collateral Collateral, as applicable, within the time required under clause (A), clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
Appears in 1 contract
Samples: Credit Agreement (Isramco Inc)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) belowSubject to Section 2.05(b)(ii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within 3 days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured cured, and (2) make such payments and deposits within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(B) (1) within 3 days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(C) (i1) deliver, within 10 Business Days 3 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i1) deliver, within 10 Business Days 3 days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, deliver a written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii2) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
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Borrowing Base Deficiency. If a Borrowing Base Deficiency exists or would be created by the release of the Remittance Amount or an Event of Default has occurred and is continuing, the Agent, for the account of each Lender, shall be entitled to retain the Remittance Amount, and the Borrowers thereupon shall have no further rights, title, or interest in and to the Remittance Amount. In the event that the Purchase Advice indicates that some of the proceeds forwarded to the Agent do not belong to the Lenders (such amount, the "Excess Proceeds") then (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to provide the Administrative Agent with a calculation takeout proceeds identification letter in the form of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional CollateralExhibit J hereto, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within upon confirmation by the Agent that the information set forth in the Purchase Advice matches the information that the Agent has in its possession with respect to the Mortgage Loans, the Agent shall promptly remit by wire transfer the Excess Proceeds in accordance with the Borrowers' instructions. If funds are received before 3:00 p.m., New York City time required under clause on a Business Day, but either (A) no Purchase Advice is received or (B) and clause such funds are not properly identified on the related Purchase Advice (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii"Purchase Advice Deficiency"), if then such funds shall be retained by the aggregate outstanding amount of Agent in a non-interest bearing account until such Purchase Advice Deficiency is remedied, and the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior Mortgage Loan Subject to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered Purchase Advice shall not be released until such Borrowing Base reduction and (ii) Purchase Advice Deficiency is remedied. In no event shall such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall Purchase Advice be accompanied by accrued interest on the amount prepaid back-dated to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveissuance.
Appears in 1 contract
Samples: Master Loan and Security Agreement (American Home Mortgage Investment Corp)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of (i) the (y) Borrowing Base and (zii) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any deliver to the Administrative Agent, within 10 days after receipt of such notice from the Administrative Agent, a written response indicating which of the following actions it intends to take to remedy the Borrowing Base deficiency (and the failure of the Borrower to take deliver such actions election notice or to perform the action chosen to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Ciii) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (iiB) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(Div) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (Bii) and clause (Ciii) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (iiB) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (Bii) and clause (Ciii) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i), (iii) and (iv) of this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter Total Utilization of Credit Exposure Revolving Commitments ever exceeds the lesser of the (yi) Borrowing Base and (zii) the aggregate Revolving Commitments, the Borrower shall, Company shall after receipt of written notice from the Administrative Agent regarding such deficiency, take any deliver to the Administrative Agent within ten days of receipt of such notice from the Administrative Agent, a written response indicating which of the following actions it intends to take to remedy the Borrowing Base deficiency (and the failure of the Borrower Company to take deliver such actions election notice or to perform the action chosen to remedy such Borrowing Base deficiency shall constitute an Event of Defaultelection to cure such deficiency pursuant to the following clause (i)):
(Ai) prepay Advances Revolving Loans to the extent of the Borrowing Base deficiency set forth in such notice or, if the Advances Revolving Loans have been repaid in full, make deposits to the extent of such Borrowing Base deficiency set forth in such notice into the Cash Collateral Account a cash collateral account acceptable to Administrative Agent to provide cash collateral for the Letter of Credit Hedge L/C Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days 90 days after the date such deficiency notice is received by the Borrower Company from the Administrative Agent;Agent or
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 60 days after the date such deficiency notice is received by the Borrower Company from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b2.14(a) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.18(c) as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b2.14(a) shall be applied to the Advances Revolving Loans as determined by the Administrative Agent and agreed to by the Requisite Revolving Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Belden & Blake Corp /Oh/)
Borrowing Base Deficiency. (i) Other If a Borrowing Base Deficiency exists other than as provided in clause (ii) below, if the aggregate outstanding amount a result of a redetermination of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base in accordance with the provisions of Section 2.07(f), Section 2.07(h)(iii)(B) or Section 9.02(f), then the Administrative Agent shall give the Borrower and (z) the aggregate Commitments, the Lenders prompt written notice thereof. The Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Administrative Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):Deficiency:
(A1) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for Collateralize the Letter of Credit Exposure, Exposure in an aggregate amount equal to such that deficiency within ten (10) days after the Borrower’s written election;
(2) if the Borrowing Base deficiency is cured within 10 Business Days after Deficiency results from a reduction in the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations RBL Component, add additional Oil and Gas Properties acceptable to the Administrative Agent Agent, in its sole discretion, to the Borrowing BaseRBL Component having a value, based on the same valuation methodology approved by the Required Lenders in determining the Borrowing BaseRBL Component that was used to value the then existing Oil and each of Lenders Gas Properties, such that the Borrowing Base deficiency Deficiency is cured within 30 thirty (30) days after the date such deficiency notice is received by the Borrower from the Administrative Agent;Borrower’s written election; or
(C3) commencing with the thirtieth (i30 ) deliver, within 10 Business Days after day following the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to of which the Administrative Agent indicating gave the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth Borrower notice of such Borrowing Base deficiency with the first such installment due 30 Deficiency and every thirty days after such thirtieth (30 ) thereafter (or any such day is not a Business Day, on the date next Business Day after such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided thatday), pay the Borrowing Base deficiency cure permitted under this clause Deficiency in six (C6) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within for the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus Deficiency is eliminated in a period of six (B6) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionmonths.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit Agreement
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) If a Borrowing Base Deficiency exists, then the Administrative Agent shall give the Borrower and (z) the aggregate Commitments, the Lenders prompt written notice thereof. The Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Administrative Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):Deficiency:
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for Collateralize the Letter of Credit Exposure, Exposure in an aggregate amount equal to such that the Borrowing Base deficiency is cured within 10 Business Days ten (10) days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower’s written election;
(B) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent Agent, in its sole discretion, to the Borrowing Base having a value, based on the same valuation methodology approved by the Required Lenders in determining the Borrowing Base that was used to value the then existing Oil and each of Lenders Gas Properties, such that the Borrowing Base deficiency Deficiency is cured within 30 thirty (30) days after the date such deficiency notice is received by the Borrower from the Administrative Agent;Borrower’s written election; or
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, pay the Borrowing Base deficiency cure permitted under this clause Deficiency in six (C6) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within for the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit ExposureExposure such that the Borrowing Base Deficiency is eliminated in a period of six (6) months, in an amount equal to (A) such by irrevocably dedicating a portion of the Borrowing Base deficiency resulting monthly cash flow from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal the Borrower’s and its Subsidiaries’ Oil and Gas Properties to the lesser prepayment of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amountsAdvances or, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by have been repaid in full, making deposits into the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower Cash Collateral Account to provide a notice cash collateral for the Letter of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveCredit Exposure.
Appears in 1 contract
Samples: Credit Agreement (Constellation Energy Partners LLC)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding Total Exposure of Bank exceeds the amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (zbecause of a periodic or special determination made pursuant to Section 1.3(b) the aggregate Commitmentsor Section 1.3(c), the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such then Bank shall send a Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances Borrowers, and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth Borrowers shall within ten (10) days following receipt of such Borrowing Base deficiency with notice elect whether to (A) prepay an amount which would, if prepaid immediately, reduce the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available Total Exposure of Bank to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a (B) execute one or more mortgages or deeds of trust covering such other oil and gas properties not previously taken into account in the determination of the Borrowing Base redetermination made under Section 2.02(c)(ii) as are acceptable to Bank having present values which, in the opinion of Bank, based upon Bank’s evaluation of the engineering data provided it, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the Total Exposure of Bank, or (iii), if the aggregate outstanding amount C) do any combination of the Advances plus the Letter of Credit Exposure exceeds the lesser of the foregoing as is acceptable to Bank. If Borrowers fail to make an election within ten (y10) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion days after Borrowers’ receipt of the Borrowing Base deficiency resulting from such reduction plus notice, then Borrower shall be deemed to have selected the prepayment option specified in clause (BA) if above. Within ten (10) days after receipt of a Borrowing Base deficiency exists prior notice from Bank or, if earlier, notification from Bank that a Borrowing Base deficiency is expected, Borrowers shall deliver to such reduction, then an amount equal Bank a plan in form and substance satisfactory to the lesser of (i) the net cash proceeds of the transaction that triggered Bank with respect to how such Borrowing Base reduction and (ii) such portion of the deficiency or expected Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required is to be paid pursuant cured. As used herein, “Total Exposure” means, as of any date, the aggregate outstanding loans hereunder plus the aggregate undrawn amount of letters of credit issued hereunder plus the aggregate of all amounts that remain unreimbursed by Borrowers with respect to Section 2.12 letters of credit issued hereunder, in each case, as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) Any payments made hereunder shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above loans then outstanding hereunder and, once all loans have been prepaid, any excess shall be deemed utilized to be an election by the Borrower to take the actions provided in clause (i)(A) abovecash collateralize exposure under letters of credit issued hereunder.
Appears in 1 contract
Samples: Loan Agreement (Mexco Energy Corp)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Revolving Advances plus the Letter of Credit Exposure plus the Existing Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay Revolving Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower's written election;
(Bii) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders Majority Banks to the Borrowing Base such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliverBorrower's written election and, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice if any Oil and Gas Properties are so added to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base after March 31, 1998 and the Term Advances have not been repaid in full, provide the Agent for the benefit of the Banks an Acceptable Security Interest in at least 80% of the total Borrowing Base value of the Oil and Gas Properties included in the Borrowing Base most recently determined after such addition and deliver Lien Grant Documents for such Oil and Gas Propexxxxx; xx
(iii) pay the deficiency cure permitted under this clause (C) shall not be available in monthly installments in amounts satisfactory to the Borrower unless, concurrent with Majority Banks for the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation prepayment of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii)Revolving Advances and, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Revolving Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus (B) if is eliminated in a Borrowing Base deficiency exists prior period satisfactory to such reductionthe Majority Banks, then but in no event to exceed six months, by irrevocably dedicating an amount equal of the monthly cash flow from the Borrower's and its Subsidiaries' Oil and Gas Properties to the lesser prepayment of (i) the net Revolving Advances and cash proceeds collateralization of the transaction that triggered such Borrowing Base reduction and (ii) such portion Letter of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Credit Exposure; Each prepayment pursuant to this Section 2.05(b2.04(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit Agreement (Stone Energy Corp)
Borrowing Base Deficiency. Upon the occurrence of a Borrowing Base Deficiency, the Administrative Agent shall notify the Borrowers’ Representative of such Borrowing Base Deficiency. Within ten (10) days from and after the Borrowing Base Deficiency Notification Date, the Borrowers’ Representative shall notify the Administrative Agent that the Borrowers elect to take one of the following actions:
(i) Other than Execute and deliver to the Administrative Agent supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional Hydrocarbon Interests directly owned by any Borrower which are not then designated as Borrowing Base Properties and which are of a type and nature, and having a value (determined by the Administrative Agent in its sole discretion using the standards applicable to a Borrowing Base Redetermination), in addition to other Borrowing Base Properties reasonably satisfactory to the Administrative Agent and the Required Lenders, sufficient to eliminate the Borrowing Base Deficiency;
(ii) Make a payment with respect to the Obligations (which shall be applied, or held for application, as the case may be, by the Administrative Agent to the payment of the aggregate unpaid principal amount of those Loans then outstanding and then Letter of Credit Outstandings) in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency within thirty (30) days after the Borrowing Base Deficiency Notification Date;
(iii) Execute and deliver additional Security Documents, as provided in clause (i) above, sufficient to eliminate a portion of the Borrowing Base Deficiency and make a payment as provided in clause (ii) below, if above in an aggregate principal amount sufficient to eliminate the aggregate outstanding amount balance of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueDeficiency; or
(Div) Make six (i6) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayments of principal of the Borrowing Baseoutstanding Loans, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount each of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower which shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, be in an amount equal to (A) such portion 1/6th of the amount of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reductionDeficiency, then an amount equal to commencing on the lesser of (i) the net cash proceeds first Monthly Date following delivery of the transaction that triggered notice of Borrower’s election, and continuing on each Monthly Date thereafter until such Borrowing Base reduction and (ii) Deficiency has been eliminated by such portion prepayments, addition of properties to the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as Properties or a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure combination of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveforegoing.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided If a BB Period is in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) effect and a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any deliver to the Administrative Agent within ten days of receipt of such notice from the Administrative Agent, a written response indicating which of the following actions (or combination thereof) the Borrower intends to take to remedy such Borrowing Base Deficiency (and the failure of the Borrower to take deliver such actions election notice or the Borrower to perform the action chosen to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay first to the Swing Line Lender, the outstanding principal amount of the Swing Line Advances and the prepay second to the Lenders, on a pro rata basis, the outstanding principal amount of the Revolving Advances, in any event, to the extent of the deficiency set forth in such notice or, if the all Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for cause the amount held in such account to equal the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days 30 days after the date such deficiency notice is received by the Borrower Representative from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Super-Majority Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Ciii) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and and, if applicable, make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (iiB) to make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueperiod; or
(Div) (iA) deliver, deliver within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, Agent written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause clauses (Bii) and clause (Ciii) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii2) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (Bii) and clause (Ciii) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver an election notice pursuant to the terms of its election within the required 10 days as required in this clause (ic) above shall be deemed to be an election by the Borrower to take of the actions provided option set forth in clause (i)(Aiii) above.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Revolving Advances plus the Letter of Credit Exposure plus the Existing Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay Revolving Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower's written election;
(Bii) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders Majority Banks to the Borrowing Base such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliverBorrower's written election and, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice if any Oil and Gas Properties are so added to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall after December 31, 1996 and the Term Advances have not be available to been repaid in full, provide the Borrower unless, concurrent with Agent for the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation benefit of the Borrower’s consolidated cash flow forecast Banks an Acceptable Security Interest in at least 80% of the total Borrowing Base value of the Oil and financial projections which demonstrates, to Gas Properties included in the Administrative Agent’s satisfaction, the Borrower’s ability to make each Borrowing Base most recently determined after such installment payments addition and to otherwise pay its other Debt deliver Lien Xxxxx Xxxuments for such Oil and trade accounts payable as they become dueGas Properties; or
(Diii) (i) deliver, within 10 Business Days after pay the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice in monthly installments in amounts satisfactory to the Administrative Agent indicating Majority Banks for the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii)Revolving Advances and, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Revolving Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus (B) if is eliminated in a Borrowing Base deficiency exists prior period satisfactory to such reductionthe Majority Banks, then but in no event to exceed six months, by irrevocably dedicating an amount equal of the monthly cash flow from the Borrower's and its Subsidiaries' Oil and Gas Properties to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of provided that, if the Borrowing Base deficiency occurs because of a Borrowing Base redetermination under Section 2.02(d), the Borrower may only elect the options in existence immediately prior to such reduction.
Section 2.04(b)(i) or (iii) to remedy such Borrowing Base deficiency. Each prepayment pursuant to this Section 2.05(b2.04(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit Agreement (Stone Energy Corp)
Borrowing Base Deficiency. (i) Other than as provided in clause clauses (ii), (iii), (iv) and (vi) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency Deficiency shall constitute an Event election of Defaultclause (C) below):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) (i) deliver, within 10 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to pledge as Collateral for the Secured Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and the Required Lenders such that the Borrowing Base Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and (ii) provide such pledge of additional Oil and Gas Properties within such time period;
(C) (i) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent (or such earlier date as agreed to between the Borrower and the Administrative Agent) and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five three equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above. For the avoidance of doubt, (x) unless the Borrower delivers the requisite written notice to the Administrative Agent of its election under clause (B), (C) or (D) above, the Borrower is deemed to have elected to cure such Borrowing Base Deficiency as provided in clause (C) above, (y) if a scheduled Borrowing Base redetermination, a Borrowing Base redetermination allowed under Section 2.02(c), or a Borrowing Base redetermination on account of title defects in connection with the Oil and Gas Properties given BB Value (each, an “Additional Trigger”) occurs during the existence of a Borrowing Base Deficiency and an incremental Borrowing Base Deficiency amount results as a result of such Additional Trigger, then the Borrower shall remedy such incremental Borrowing Base Deficiency pursuant to the terms of this Section 2.05(b)(i), including, if selected by the Borrower, with additional three monthly installments as to such incremental amount, and (z) in any event, all outstanding Advances shall be paid in full on the Commitment Termination Date and all Letter of Credit Exposure shall be Cash Collateralized in the Minimum Collateral Amount on the Commitment Termination Date.
(ii) Upon each reduction If, during the existence of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(iiDeficiency, any Loan Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Cash Proceeds, whether as one payment or (iii)a series of payments, if then the aggregate outstanding amount Borrower shall, within one Business Day after receipt of such proceeds, prepay the Advances plus Borrowings and Cash Collateralize the Letter of Credit Exposure exceeds Exposure, in an aggregate amount equal to the lesser of the (yi) such Borrowing Base Deficiency and (zii) 100% of such proceeds.
(iii) If the aggregate CommitmentsBorrowing Base is reduced under Section 2.02(d)(i) and such reduction results in a Borrowing Base Deficiency, then the Borrower shall (A) with respect to a Disposition, prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured within one Business Day after the date the proceeds of such Disposition are received, (B) with respect to a Hedge Event, prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured on the Business Day the proceeds of such Hedge Event are received, and (C) with respect to a reduction in the Borrowing Base as a result of a notice event triggered under Section 6.01(g), prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency on account thereof is cured within one Business Day after such reduction in the Borrowing Base.
(iv) If the Borrowing Base is reduced under Section 2.02(d)(ii) and such reduction results in a Borrowing Base Deficiency, then the Borrower shall, immediately upon the effectiveness of such reduction, prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A1) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B2) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction Senior Unsecured Note Indebtedness and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction.
(v) If a Disposition of Oil and Gas Properties or Oil and Gas Related Properties or a Hedge Event occurs during the period when a Borrowing Base Deficiency already exists, then in addition to the requirement to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit to cure any Borrowing Base Deficiency occurring as a result thereof (as provided in clause (iii) above), the Borrower shall apply any remaining proceeds resulting from such Disposition or Hedge Event on the date such proceeds are received as prepayments of all unpaid monthly installments or payments required under this Section 2.05(b), applied pro rata to such payments.
(vi) If the Borrowing Base is reduced under Section 2.02(d)(iii) and such reduction results in a Borrowing Base Deficiency, then the Borrower shall, immediately upon the effectiveness of such reduction, prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured.
(vii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Borrowing Base Deficiency. (ia) Other than as provided in clause (iiSubject to Section 5.6(b) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure Revolving Facility Usage ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Paying Agent, elect by written notice to the Paying Agent regarding such deficiency, to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay Advances orRevolving Credit Loans and, if the Advances Revolving Credit Loans have been repaid in full, make deposits into a cash collateral account maintained with, and reasonably acceptable to, the Cash Collateral Account Paying Agent to provide cash collateral for the Letter of Credit LC Exposure, such that the Borrowing Base deficiency is cured within 10 ten Business Days after the date such deficiency Borrower’s notice is received by the Borrower from the Administrative Agentof election;
(Bii) pledge as Collateral for the Obligations add additional Oil and Gas Properties reasonably acceptable to the Administrative Agent and each of Required Borrowing Base Lenders to the Borrowing Base Properties such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters notice of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periodselection; provided that, that any Lender that shall fail to reject the proposed addition of Gas Properties to the Borrowing Base deficiency cure permitted under this clause Properties within fifteen (C15) shall not be available days of notice of the proposed addition of Gas Properties to the Borrower unless, concurrent with Borrowing Base Properties shall be deemed to have approved the written notice delivered proposed addition of such Gas Properties to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueBorrowing Base Properties; or
(Diii) (i) deliver, within 10 Business Days after pay the date such deficiency notice is received in monthly payments in amounts as designated by the Borrower from the Administrative AgentBorrower, written notice which such amounts shall be in an amount satisfactory to the Administrative Agent indicating Required Borrowing Base Lenders for the prepayment of Revolving Credit Loans or, unless requested by Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to shall be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction not greater than one-half of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii)deficiency in any one monthly payment and, if the aggregate outstanding amount of the Advances plus the Letter of Revolving Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances Loans have been repaid in full, make deposits into the Cash Collateral Account a cash collateral account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) LC Exposure such portion of that the Borrowing Base deficiency resulting from is eliminated in a period of 90 days after the Borrower’s written election or such reduction plus (B) if a longer period satisfactory to the Required Borrowing Base deficiency exists prior Lenders, but in no event to such reductionexceed six months, then by irrevocably dedicating an amount equal of the monthly cash flow from the Gas Properties to the lesser prepayment of (i) the net Revolving Credit Loans and cash proceeds collateralization of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionLC Exposure.
(iiib) Each prepayment pursuant to this Section 2.05(b5.6(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveprepayment.
Appears in 1 contract
Samples: Credit Agreement (Consol Energy Inc)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) If a Borrowing Base Deficiency exists, then the Administrative Agent shall give the Borrower and (z) the aggregate Commitments, the Lenders prompt written notice thereof. The Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Administrative Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):Deficiency:
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for Collateralize the Letter of Credit Exposure, Exposure in an aggregate amount equal to such that the Borrowing Base deficiency is cured within 10 Business Days ten (10) days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower’s written election;
(B) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent and each of Agent, in its sole discretion, to the Borrowing Base having a value, based on the same valuation methodology approved by the Required Lenders in determining the Borrowing Base that was used to value the then existing Collateral, such that the Borrowing Base deficiency Deficiency is cured within 30 thirty (30) days after the date such deficiency notice is received by the Borrower from the Administrative Agent;Borrower’s written election; or
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, pay the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided Deficiency in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five three equal consecutive monthly installments and deliver such additional Collateral within for the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit ExposureExposure such that the Borrowing Base Deficiency is eliminated in a period of three months, in an amount equal to (A) such by irrevocably dedicating a portion of the Borrowing Base deficiency resulting monthly cash flow from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal the Borrower’s and its Subsidiaries’ Oil and Gas Properties to the lesser prepayment of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amountsAdvances or, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by have been repaid in full, making deposits into the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower Cash Collateral Account to provide a notice cash collateral for the Letter of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveCredit Exposure.
Appears in 1 contract
Samples: Credit Agreement (Constellation Energy Partners LLC)
Borrowing Base Deficiency. (i) Other If a Borrowing Base Deficiency exists other than as provided in clause (ii) below, if the aggregate outstanding amount a result of a redetermination of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base in accordance with the provisions of Section 2.07(f), Section 2.07(h)(ii)(B) or Section 9.02(f)occurs and (z) is continuing, then the aggregate Commitments, Administrative Agent shall give the Borrower and the Lenders prompt written notice thereof. The and the Borrower shall, within tenforty-five (1045) days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Administrative Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy theprepay Loans in an amount equal to the amount of such Borrowing Base deficiency shall constitute an Event of Default):Deficiency: in the manner set forth in Section 3.03(d), (e), (f) and (g).
(A1) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for Collateralize the Letter of Credit Exposure, Exposure in an aggregate amount equal to such that deficiency within ten (10) days after the Borrower’s written election;
(2) if the Borrowing Base deficiency is cured within 10 Business Days after Deficiency results from a reduction in the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations RBL Component, add additional Oil and Gas Properties acceptable to the Administrative Agent Agent, in its sole discretion, to the RBL Component having a value, based on the same valuation methodology approved by the Required Lenders in determining the RBL Component that was used to value the then existing Oil and each of Lenders Gas Properties, such that the Borrowing Base deficiency Deficiency is cured within 30 thirty (30) days after the date such deficiency notice is received by the Borrower from the Administrative Agent;Borrower’s written election; or
(C3) commencing with the thirtieth (i30th) deliver, within 10 Business Days after day following the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to of which the Administrative Agent indicating gave the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth Borrower notice of such Borrowing Base deficiency with the first such installment due 30 Deficiency and every thirty days after such thirtieth (30th) thereafter (or any such day is not a Business Day, on the date next Business Day after such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided thatday), pay the Borrowing Base deficiency cure permitted under this clause Deficiency in six (C6) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within for the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus Deficiency is eliminated in a period of six (B6) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionmonths.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Borrowing Base Deficiency. (ia) Other than as provided in clause (iiSubject to Section 5.11(b) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure Revolving Facility Usage ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent, elect by written notice to the Administrative Agent regarding such deficiency, to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;deficiency:
(Bi) pledge as Collateral for the Obligations add additional Oil and Gas Properties reasonably acceptable to the Administrative Agent and each of Required Borrowing Base Lenders to the Borrowing Base Properties such that the Borrowing Base deficiency is cured within 30 days after the date Borrower’s notice of election; provided that any Lender that shall fail to reject the proposed addition of Gas Properties to the Borrowing Base Properties within fifteen (15) days of notice of the proposed addition of Gas Properties to the Borrowing Base Properties shall be deemed to have approved the proposed addition of such Gas Properties to the Borrowing Base Properties; or
(ii) pay the deficiency either (a) within 30 days following the delivery of such notice, prepay the Revolving Credit Loans in an aggregate principal amount equal to such Borrowing Base deficiency or (b) eliminate such Borrowing Base deficiency by making four (4) consecutive, mandatory, equal, monthly prepayments of principal on the Revolving Credit Loans, each of which shall be in the amount of 1/4th of the amount of such Borrowing Base deficiency, commencing on the first Business Day of the first calendar month following the delivery of such notice is received by and continuing on the first Business Day of each calendar month thereafter. If the Revolving Credit Loans have been repaid in full and a Borrowing Base deficiency still exists the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and shall make deposits into the Cash Collateral Account a cash collateral account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of LC Exposure such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, that the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent is eliminated in a calculation period of 90 days after the Borrower’s consolidated written election or such longer period satisfactory to the Required Borrowing Base Lenders, but in no event to exceed six months, by irrevocably dedicating an amount of the monthly cash flow forecast and financial projections which demonstrates, from the Gas Properties to the Administrative Agent’s satisfaction, cash collateralization of the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) aboveLC Exposure.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iiib) Each prepayment pursuant to this Section 2.05(b5.11(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveprepayment.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) If a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists on any date, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower shall pay to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters account of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided thatLenders, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unlessRequired Payment, concurrent together with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment prepayment. All such amounts shall become due and amountspayable (i) no later than 5:00 p.m. (New York City time) on the [***] following the Borrower’s receipt of a Borrowing Base Deficiency Notice, or (ii) if anyStone Point provides Lender a guarantee of payment for the amounts due hereunder, required in such form as is acceptable to Lender in its sole discretion, then such amounts shall be paid pursuant to Section 2.12 as a result of such prepayment being made due and payable no later than 5:00 p.m. (New York City time) on such datedate that is [***] following the Borrower’s receipt of a Borrowing Base Deficiency Notice. Each prepayment under this Section 2.05(b) shall be applied to For the Advances as determined by avoidance of doubt, the [***] period during which the Borrower may dispute the Administrative Agent’s determination of the Administrative Agent and agreed Asset Value set forth in Section 2.6 shall not operate to by extend the Lenders cure periods referenced in their sole discretion. The failure the preceding sentence.
(ii) In lieu of the Borrower to provide a notice of its election within the required 10 days as required making any prepayment in accordance with clause (i) above to eliminate a Borrowing Base Deficiency, if such Borrowing Base Deficiency occurs during the Availability Period the Borrower may identify as Collateral additional Xxxxxx Xxx MSRs, Xxxxxxx Mac MSRs, or Xxxxxx Mae MSRs, as applicable,Eligible Assets in an amount equal to the Borrowing Base Required Payment. Upon such identification, such MSRs shall be Collateral hereunder without any further action by the Administrative Agent or the Lenders; provided that, immediately prior to and immediately after giving effect to such contribution, (i) no Event of Default exists, and (ii) each of the representations, warranties, covenants and agreements made or deemed to be an election made by the Borrower to take under or in connection with this Agreement and the actions provided Transaction Documents is true and correct in clause (i)(A) aboveall material respects as of such date.
Appears in 1 contract
Borrowing Base Deficiency. Subject to Section 2.4(b)(ii), (i) Other than as provided in clause iv), and (iiv) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) such excess being referred to herein as the aggregate Commitments“Borrowing Base Deficiency”), the Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):Deficiency:
(A) prepay Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower’s written election;
(B) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Majority Banks to the Borrowing Base (and take such actions as are requested by the Agent to cause such additional Oil and each Gas Properties to become subject to Mortgages, to the extent necessary to cause the Mortgaged Property Value to equal or exceed 80% of Lenders the Oil and Gas Property Value) such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;Borrower’s written election; or
(C) (i) deliver, within 10 Business Days after pay the date deficiency in monthly installments in amounts not greater than one half of the deficiency in any one monthly payment or such deficiency notice is received by the Borrower from the Administrative Agent, written notice lesser amounts satisfactory to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral Majority Banks for the Letters prepayment of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from Deficiency is eliminated in a period of 90 days or such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal longer period satisfactory to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency Majority Banks, but in existence immediately prior no event to such reductionexceed six months.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit Agreement (Stone Energy Corp)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) belowSubject to Section 2.05(b)(ii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within 3 days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured cured, and (2) make such payments and deposits within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(B) (1) within 3 days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(C) (i1) deliver, within 10 Business Days 3 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; oror HOUSTON\2067330.8 -30-
(D) (i1) deliver, within 10 Business Days 3 days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, deliver a written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii2) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) belowSubject to Section 2.05(b)(ii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A1) within 3 Business Days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured cured, and (2) make such payments and deposits within 10 days after the date such deficiency notice is received by the Borrower;
(1) within 3 Business Days after the date such deficiency notice is received by the Borrower from Borrower, deliver a written notice to the Administrative Agent;
(B) Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(C1) (i) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii2) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
Appears in 1 contract
Borrowing Base Deficiency. (iSubject to Section 2.05(b)(ii) Other than as provided in clause (ii) belowand Section 2.05(b)(v), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured cured, and (2) make such payments and deposits within 10 days after the date such deficiency notice is received by the Borrower;
(B) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower from Borrower, deliver a written notice to the Administrative Agent;
(B) Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(C) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (A), clause (B) and clause (C) above, and also indicating the amount to be prepaid within 10 days, the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii2) make such five initial prepayment, make such six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (A), clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if To the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) extent a Borrowing Base and Deficiency exists after giving effect to any Redetermination (z) the aggregate Commitmentsother than in connection with a Redetermination pursuant to Section 4.4 hereof), the Borrower shall, after receipt of within ten (10) days following notice thereof from Administrative Agent, provide written notice from (the “Election Notice”) to Administrative Agent regarding such deficiency, take any of stating the following actions (and the failure of the action which Borrower proposes to take such actions to remedy such Borrowing Base deficiency Deficiency, and Borrower shall constitute an Event thereafter, at its option, either (a) within thirty (30) days following the delivery of Default):
(A) prepay Advances or, if the Advances have been repaid in fullElection Notice, make deposits into a prepayment or prepayments of principal on the Cash Collateral Account Revolving Loan in an amount sufficient to provide cash collateral for eliminate such Borrowing Base Deficiency, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.5 by prepayment of the Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such that time deposit with Administrative Agent sufficient cash to be held by Administrative Agent to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.1(b) as necessary to eliminate such Borrowing Base deficiency is cured within 10 Business Days after Deficiency, (b) eliminate such Borrowing Base Deficiency by making three (3) consecutive mandatory prepayments of principal on the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and Revolving Loan, each of Lenders such that which shall be in the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters amount of Credit, each in five monthly installments equal to one-fifth third (1/3rd) of the amount of such Borrowing Base deficiency Deficiency, commencing on the first Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (c) within ninety (90) days following the delivery of the Election Notice, submit (and pledge as collateral pursuant to Article V hereof) additional oil and gas properties owned by Borrower and its Subsidiaries for consideration in connection with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion determination of the Borrowing Base deficiency resulting from such reduction plus (B) if a and the Conforming Borrowing Base deficiency exists prior which Administrative Agent and Banks deem sufficient in their sole discretion to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered eliminate such Borrowing Base reduction Deficiency, or (d) eliminate such Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base and the Conforming Borrowing Base as set forth in subclauses (a) and (iic) such portion above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid or Conforming Borrowing Base pursuant to Section 2.12 as 4.4 hereof which results in a result Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall, within one (1) Domestic Business Day of such Redetermination, make a mandatory prepayment being made of principal on the Revolving Loan in an amount sufficient to eliminate such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveBorrowing Base Deficiency.
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Borrowing Base Deficiency. (a) If a Borrowing Base Deficiency shall exist because of a periodic or special redetermination of the Borrowing Base pursuant to Section 4.2 or Section 4.4, then Administrative Agent shall notify Borrower of the same, and Borrower shall within thirty (30) days following receipt of such notice elect in writing whether to (i) Other than as provided in clause prepay an amount which will eliminate the Borrowing Base Deficiency, or (ii) belowexecute and deliver to Administrative Agent instruments mortgaging such other collateral as is reasonably acceptable to the Majority Lenders, if pursuant to security documents in form reasonably acceptable to Administrative Agent having present values which, in the opinion of Majority Lenders, based upon Majority Lenders’ evaluation of the engineering data provided them, taken in the aggregate outstanding are sufficient to increase the Borrowing Base to an amount at least equal to the Aggregate Credit Exposure, or (iii) do any combination of the Advances plus foregoing.
(b) If Borrower elects to prepay such deficiency under clause (i) above, then such prepayment shall be made in six (6) equal consecutive monthly installments beginning on the Letter Deficiency Payment Commencement Date and continuing on the same day of each month thereafter until paid. , which payments shall be applied as follows:
(i) if no Term Loans are then outstanding, prepay the Revolving Credit Exposure ever exceeds Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency (and to the lesser extent that any Borrowing Base Deficiency remains as a result of outstanding Reimbursement Obligations after such prepayment of the (y) Revolving Credit Borrowings, pay to Administrative Agent, on behalf of the Lenders, an amount necessary to eliminate such remaining Borrowing Base Deficiency to be held as cash collateral for the outstanding Reimbursement Obligations),
(ii) if there are any Term Loans and (z) the aggregate Commitmentsany Revolving Credit Borrowings and/or Reimbursement Obligations then outstanding, then the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiencyat its election, take any of the following actions either: (and the failure of the Borrower A) (1) prepay Revolving Credit Borrowings in an aggregate principal amount equal to take such actions to remedy such Borrowing Base deficiency shall constitute Deficiency, (2) to the extent that any Borrowing Base Deficiency remains after such prepayment of the Revolving Credit Borrowings, prepay the Term Loans in an Event aggregate principal amount equal to such Borrowing Base Deficiency, and (3) to the extent that any Borrowing Base Deficiency remains as a result of Default):
(A) prepay Advances oroutstanding Reimbursement Obligations after such prepayment of the Revolving Credit Borrowings and the Term Loans, if pay to Administrative Agent, on behalf of the Advances have been repaid in fullLenders, make deposits into the Cash Collateral Account an amount necessary to provide eliminate such remaining Borrowing Base Deficiency to be held as cash collateral for the Letter of Credit Exposureoutstanding Reimbursement Obligations, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. Should a Borrowing Base Deficiency occur, Agent may (i) Other than as provided in clause (ii) belowand, if at the aggregate outstanding amount direction of the Advances plus Majority Banks, shall) notify the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid Company in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth writing of such Borrowing Base deficiency with the first such installment due Deficiency. Within 30 days from and after the date such deficiency notice is received Borrowing Base Deficiency Notification Date, the Company shall, at its election, take one of the following actions:
(i) execute and deliver to Agent security documents, in form and substance satisfactory to Agent and its counsel, securing the Notes and the other Obligations and covering additional assets, which are not included in the Borrowing Base and which are not then covered by any security documents securing the Notes or the other Obligations, of a type and nature, and having a value (determined by the Borrower from Majority Banks using customary standards for lending) satisfactory to the Administrative Agent and each following installment due 30 days after the preceding installment and Majority Banks; or
(ii) make a payment on the Loans or Borrowing Base Debt of the Company or its Subsidiaries, as the Company may elect, in an amount sufficient to eliminate such payments Borrowing Base Deficiency, and deposits deliver to Agent evidence satisfactory to Agent of any such payment of Borrowing Base Debt of the Company or its Subsidiaries. If the Company shall elect to execute and deliver security documents to Agent pursuant to subsection (i) above, it shall provide Agent and each Bank with descriptions of the assets to be collaterally assigned (together with current valuations, Engineering Reports and title evidence applicable thereto, each of which shall be in form and substance satisfactory to Agent) within such time periods; provided that, 20 days after the Borrowing Base deficiency cure permitted under this clause (C) shall not be available Deficiency Notification Date. If the Company fails to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation take either of the Borrower’s consolidated cash flow forecast and financial projections which demonstratesactions described above within such 30-day period, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written then without any necessity for notice to the Administrative Agent indicating Company or any other person, the Borrower’s election Company shall become obligated to combine pay on the options provided in clause Loans three (B3) and clause (C) aboveinstallments, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to one-third (A1/3rd) of the applicable Borrowing Base Deficiency, such portion of installments to be due and payable on or before three (3), six (6) and nine (9) calendar months after the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reductionDeficiency Notification Date, then an amount equal to the lesser respectively. Payments of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) principal otherwise required hereunder shall be accompanied by accrued interest on the amount prepaid to the date of credited against such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveinstallments.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if To the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) extent a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists at any time, the including, without limitation, after giving effect to any Redetermination or any adjustment pursuant to Section 8.4(d), Borrower shall, after within 10 days following receipt of notice from Administrative Agent that a Borrowing Base Deficiency exists or the date the adjustment occurs, provide written notice from (the “Election Notice”) to Administrative Agent regarding such deficiency, take any of stating the following actions (and the failure of the action which Borrower proposes to take such actions to remedy such Borrowing Base deficiency Deficiency, and Borrower shall constitute thereafter, at its option, either (a) within 30 days following the delivery of the Election Notice, prepay the Revolving Loan in an Event aggregate principal amount equal to such Borrowing Base Deficiency, (b) eliminate such Borrowing Base Deficiency by making four (4) consecutive, mandatory, equal, monthly prepayments of Default):
principal on the Revolving Loan, each of which shall be in the amount of 1/4th of the amount of such Borrowing Base Deficiency, commencing on the first Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (Ac) prepay Advances orwithin 30 days following the delivery of the Election Notice, if submit (and pledge as collateral) additional Mineral Interests owned by any Credit Party for consideration in connection with the Advances have been repaid determination of the Borrowing Base which Administrative Agent and Banks deem sufficient in fulltheir sole discretion to eliminate such Borrowing Base Deficiency, make deposits into or (d) within 30 days following the Cash Collateral Account delivery of the Election Notice, eliminate such Borrowing Base Deficiency through a combination of prepayments and submission of additional Mineral Interests as set forth in subclauses (a) and (c) above. If a Borrowing Base Deficiency cannot be eliminated pursuant to provide cash collateral for this Section 4.4 by prepayment of the Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), such that the Borrowing Base on each borrowing base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the payment date, Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the shall also deposit cash with Administrative Agent, written notice to the be held by Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate secure outstanding amount of the Advances plus the Letter of Credit Exposure exceeds in the lesser of the manner contemplated by Section 2.1(b), (yi) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to the balance of such Borrowing Base Deficiency (Ai.e., the difference between the balance of such Borrowing Base Deficiency and the remaining outstanding principal amount under the Revolving Loan on the effective date of such Borrowing Base Deficiency), or (ii) in an amount at least equal to (1/4th) of the balance of such portion Borrowing Base Deficiency (i.e., 1/4th of the difference between the Borrowing Base Deficiency and the remaining outstanding principal under the Revolving Loan on the effective date of such Borrowing Base Deficiency), as applicable based upon Borrower’s election of the actions in subclause (a) or (b) above. Notwithstanding the foregoing, if a Borrowing Base Deficiency results from any reduction, adjustment and/or Redetermination of the Borrowing Base deficiency resulting from such reduction plus pursuant to Section 2.13 (B) if a or increase in any previously existing Borrowing Base deficiency exists Deficiency), Borrower shall promptly, but in all events prior to or contemporaneously with such event, make a mandatory prepayment of the principal amount of the Revolving Loan in an amount sufficient to eliminate the Borrowing Base Deficiency after giving effect to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionadjustment or Redetermination.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. (iA) Other than as provided in clause (ii) below, if If at any time the aggregate outstanding unpaid principal balance of the Loans plus the aggregate amount of the Advances plus the Letter of Credit Exposure ever L/C Obligations exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsa “Borrowing Base Deficiency”), the Borrower shall, within thirty (30) days after receipt of written notice from the Administrative Agent regarding sends written notice of such deficiencyfact to the Borrower, take any (1) prepay the principal of the following actions Loans (and and, upon prepayment of all Loans, shall, to the failure of the Borrower extent required, provide L/C Collateral as set forth in Section 2.3.11) in an aggregate amount at least equal to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
Deficiency (Ain this section, a “Mandatory Prepayment Amount”), or (2) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written give notice to the Administrative Agent indicating the Borrower’s election electing to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each prepay such Mandatory Prepayment Amount in five six (6) (or fewer) monthly installments installments. Each such installment shall equal to or exceed one-fifth sixth of such Borrowing Base deficiency with Deficiency; the first such installment due 30 shall be paid within thirty (30) days after of the date giving of such deficiency notice is received of the Borrowing Base Deficiency by the Borrower from the Administrative Agent to the Borrower and each following installment the five (or fewer) subsequent installments shall be due 30 days after and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated.
(B) If (1) at any time during the preceding installment and existence or continuation of a Borrowing Base Deficiency, the Borrower or any Guarantor makes a Disposition of assets (iiother than those described in clauses (a) make such payments and deposits within such time periods; provided thatthrough (d) of Section 7.5 hereof), or (2) a Disposition of assets included in the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent results in a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from Base in accordance with Section 7.5(e) such that a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii)Deficiency occurs, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsthen, then in either case, the Borrower shall, or shall immediately cause such Guarantor to, use the Net Sale Proceeds from such Disposition (whether or not such assets are included in the Borrowing Base) to prepay the Advances orLoans and, if the Advances have been repaid upon prepayment of all Loans, shall provide L/C Collateral as set forth in fullSection 2.3.11, make deposits into the Cash Collateral Account to provide cash collateral for the Letter within one (1) Business Day of Credit Exposure, such Disposition in an amount equal to (A) such portion 100% of the Borrowing Base deficiency resulting from Deficiency then existing or occurring as a result of such reduction plus (B) if a Borrowing Base deficiency exists prior disposition. Application of such Net Sale Proceeds shall be applied to such reduction, the principal amount of the Loans until the Loans are paid in full and then shall be held as L/C Collateral in an amount equal to the lesser aggregate amount of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid L/C Obligations pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above2.3.11.
Appears in 1 contract
Borrowing Base Deficiency. (ia) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure Revolving Facility Usage ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent, elect by written notice to the Administrative Agent regarding such deficiency, to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;deficiency:
(Bi) pledge as Collateral for the Obligations add additional Oil and Gas Properties reasonably acceptable to the Administrative Agent and each of Required Borrowing Base Lenders to the Borrowing Base Properties such that the Borrowing Base deficiency is cured within 30 days after the date Borrower’s notice of election; provided that any Lender that shall fail to reject the proposed addition of Gas Properties to the Borrowing Base Properties within fifteen (15) days of notice of the proposed addition of Gas Properties to the Borrowing Base Properties shall be deemed to have approved the proposed addition of such deficiency notice is received by Gas Properties to the Borrower from the Administrative Agent;Borrowing Base Properties; or
(Cii) either (ia) deliverwithin 30 days following the delivery of such notice, within 10 Business Days after prepay Loans in an aggregate principal amount equal to such Borrowing Base deficiency or (b) eliminate such Borrowing Base deficiency by making four (4) consecutive, mandatory, equal, monthly prepayments of principal on the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of CreditRevolving Credit Loans, each of which shall be in five monthly installments equal to one-fifth the amount of 1/4th of the amount of such Borrowing Base deficiency with deficiency, commencing on the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation Business Day of the Borrower’s consolidated cash flow forecast first calendar month following the delivery of such notice and financial projections which demonstrates, to continuing on the Administrative Agent’s satisfaction, first Business Day of each calendar month thereafter. If the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Revolving Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances Loans have been repaid in full, full and a Borrowing Base deficiency still exists the Borrower shall make deposits into the Cash Collateral Account a cash collateral account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Obligations such portion of that the Borrowing Base deficiency resulting from is eliminated within a period of 90 days after the Borrower’s written election or such reduction plus (B) if a longer period satisfactory to the Required Borrowing Base deficiency exists prior Lenders, but in no event to such reductionexceed six months, then by irrevocably dedicating an amount equal of the monthly cash flow from the Gas Properties to the lesser of (i) the net cash proceeds collateralization of the transaction that triggered such Borrowing Base reduction and (ii) such portion Letter of the Borrowing Base deficiency in existence immediately prior to such reductionCredit Obligations.
(iiib) Each prepayment pursuant to this Section 2.05(b) 5.11 shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveprepayment.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) or clause (iii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any (x) provide written notice to the Administrative Agent within ten days of the date such deficiency notice is received by the Borrower from the Administrative Agent, identifying which of the following actions the Borrower shall take (and in the case of option (D), below, identifying the allocation between options (B) and (C)), and (y) proceed to take such actions (and the failure of the Borrower to provide such notice or take such actions to remedy such Borrowing Base deficiency Deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five three monthly installments equal to one-fifth third of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment installment;
(D) combine the options provided in clause (A) and clause (iiB) above, to make such payments prepayment or deposit and deposits deliver such additional Collateral within such the time periods; required under clause (A) and clause (B) above;
(E) combine the options provided that, the Borrowing Base deficiency cure permitted under this in clause (A) and clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstratesabove, to make such prepayment or deposit and deliver such additional Collateral within the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments time required under clause (A) and to otherwise pay its other Debt and trade accounts payable as they become dueclause (C); or
(DF) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five three equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) If, during the existence of a Borrowing Base Deficiency, any Restricted Credit Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Receipts, whether as one payment or a series of payments, then the Borrower shall, within three Business Days after receipt of such proceeds, prepay the Borrowings and provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the lesser of (i) such Borrowing Base Deficiency and (ii) 100% of such proceeds.
(iii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii2.2(c) or (iiia Borrowing Base reduction made under Section 2.2(e), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction.
(iiiiv) Each prepayment pursuant to this Section 2.05(b2.5(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.10 (other than prepayments made to a Defaulting Lender) as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b2.5(c) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) belowIf by reason of any adjustment to the Borrowing Base, if the aggregate Principal Debt then outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if anythen Lender shall notify Borrower of the same, resulting from a and Borrower shall within thirty (30) days following receipt of such notice elect whether to (i) prepay in full an amount which will reduce the Principal Debt to the amount of the Borrowing Base, or (ii) pay the amount necessary to reduce the Principal Debt to the Borrowing Base redetermination made under Section 2.02(c)(ii) in four equal consecutive monthly installments, the first such installment to be paid along with notice of election of this payment option and the remaining three installment payments to be paid on the thirty day anniversary dates thereof, or (iii)) execute and deliver to Lender instruments mortgaging such other collateral as is acceptable to Lender, if pursuant to security documents acceptable to Lender having present values which, in the opinion of Lender, based upon Lender's evaluation of the engineering data provided it, taken in the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account are sufficient to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of increase the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount at least equal to the lesser Principal Debt then outstanding, or (iv) do any combination of the foregoing as is acceptable to Lender. If Borrower so elects to mortgage additional oil and gas properties, then clause (ii) above shall be accomplished within forty-five (45) days from Lender's date of notification. If Borrower fails to make an election among clauses (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
through (iii) Each prepayment pursuant to this Section 2.05(babove within thirty (30) days from Lender's notification, then (x) Borrower shall be accompanied by accrued interest on deemed to have selected the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required payment option specified in clause (i) above of the first sentence of this Section 3.5, and (y) Borrower shall make such payment in full within forty-five (45) days from Lender's original notification of the Borrowing Base deficiency. If Borrower makes an election to mortgage additional oil and gas properties but such oil and gas properties are not acceptable to Lender or do not have present values which in the aggregate are sufficient to eliminate the Borrowing Base deficiency, then (x) Borrower shall be deemed to be an election by have selected the Borrower to take the actions provided payment option specified in clause (i)(Ai) aboveof the first sentence of this Section 3.5, and (y) Borrower shall make such payment within ten (10) days of receipt of notice from Lender that such properties are not acceptable or do not have sufficient present values to eliminate the Borrowing Base deficiency, as applicable.
Appears in 1 contract
Samples: Loan Agreement (Trek Resources Inc)
Borrowing Base Deficiency. Any Borrowing Base Deficiency shall occur and be continuing which is not eliminated by the Borrower's prepayment within seven (7) Business Days of then outstanding Swing Line Advances and Revolving Credit Advances in an amount sufficient to eliminate such Borrowing Base Deficiency; or then, and in any such event, the Administrative Agent (i) Other than as provided in clause (ii) belowshall at the request, if or may with the aggregate outstanding amount consent, of the Advances plus Required Lenders, by notice to the Borrower, declare the Commitments of each appropriate Lender (other than the Commitment in respect of Letter of Credit Exposure ever exceeds Advances by the lesser Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.2(b)) and of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower Issuing Bank to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter issue Letters of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and terminated, whereupon the amount to be provided as additional Collateralsame shall forthwith terminate, and (ii) make shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such five equal consecutive monthly installments interest and deliver all such additional Collateral within other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the time required under clause Borrower and (B) and clause (C) above.
(ii) Upon by notice to each reduction party required under the terms of the Borrowing Base, if any, resulting from any agreement in support of which a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Standby Letter of Credit Exposure exceeds is issued, request that all Obligations under such agreement be declared to be due and payable; PROVIDED, HOWEVER, that in the lesser event of an actual or deemed entry of an order for relief with respect to any Loan Party or any of its Subsidiaries under the Federal Bankruptcy Code, (x) the obligation of each Lender to make Advances (other than Letter of Credit Advances by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.2(b)) and of the Issuing Bank to issue Letters of Credit shall automatically be terminated and (y) Borrowing Base the Notes, all such interest and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) all such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit Agreement (Mosler Inc)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) through (iv) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency Deficiency shall constitute an Event of Default):
(A) prepay Swing Line Advances or, if the Swing Line Advances have been repaid in full, prepay Revolving Advances or, if the Revolving Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) (i) deliver, within 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to pledge as Collateral for the Secured Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentAgent and (ii) provide such pledge of additional Oil and Gas Properties within such time period;
(C) (i) deliver, within 10 Business Days 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, that the Borrowing Base deficiency Deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with (1) no Event of Default exists and is continuing at the time written notice of such election shall have been delivered to the Administrative Agent electing this optionAgent, and (2) concurrent with the delivery of such written notice, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt Indebtedness and trade accounts payable as they become duedue ; or
(D) (i) deliver, within 10 Business Days 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction If, during the existence of a Borrowing Base Deficiency, any Loan Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Cash Proceeds, whether as one payment or a series of payments, then the Borrower shall, within three Business Days after receipt of such proceeds, prepay the Borrowings and make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the lesser of (i) such Borrowing BaseBase Deficiency and (ii) 100% of such proceeds.
(iii) If, if anyat the time of, resulting from or as a result of, a Borrowing Base redetermination made under Section 2.02(c)(ii2.02(c) (other than Section 2.02(c)(iv) which is addressed in clause (v) below), or Section 5.10, or a mandatory Borrowing Base reduction provided in Section 2.02(d)(i) or (iiiii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds Extraordinary Cash Proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction.
(iiiiv) Upon the occurrence of each Hedge Event during the Covenant Relief Period and the corresponding automatic reduction of the Borrowing Base as provided in Section 2.02(d)(iii), the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to the Extraordinary Cash Proceeds received from such Hedge Event.
(v) If, as a result of a Borrowing Base redetermination made under Section 2.02(c)(iv) a Borrowing Base Deficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base Deficiency shall constitute an Event of Default):
(A) prepay Swing Line Advances or, if the Swing Line Advances have been repaid in full, prepay Revolving Advances or, if the Revolving Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured within one Business Day after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) (i) deliver, within one Business Day after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to pledge as Collateral for the Secured Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Lenders such that the Borrowing Base Deficiency is cured within 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and (ii) provide such pledge of additional Oil and Gas Properties within such time period;
(C) (i) deliver, within one Business Day after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in three monthly installments equal to one-third of such Borrowing Base Deficiency with such installments due on September 1, 2016, October 1, 2016 and November 1, 2016 and (ii) make such payments and deposits within such time periods; provided that the Borrowing Base Deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, (1) no Event of Default exists and is continuing at the time written notice of such election shall have been delivered to the Administrative Agent, and (2) concurrent with the delivery of such written notice, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Indebtedness and trade accounts payable as they become due; or
(D) (i) deliver, within one Business Day after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such three equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above. Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 5 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above. The failure of the Borrower to provide a notice of its election within the required one Business Day as required in clause (vi) above shall be deemed to be an election by the Borrower to take the actions provided in clause (vi)(A) above.
Appears in 1 contract
Borrowing Base Deficiency. (iA) Other than as provided in clause (ii) below, if If at any time the aggregate outstanding unpaid principal balance of the Loans plus the aggregate amount of the Advances plus the Letter of Credit Exposure ever L/C Obligations exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsa “Borrowing Base Deficiency”), the Borrower shall, within thirty (30) days after receipt of written notice from the Administrative Agent regarding sends written notice of such deficiencyfact to the Borrower, take any (1) prepay the principal of the following actions Loans (and and, upon prepayment of all Loans, shall, to the failure of the Borrower extent required, provide L/C Collateral as set forth in Section 2.3.11) in an aggregate amount at least equal to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
Deficiency (Ain this section, a “Mandatory Prepayment Amount”), or (2) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written give notice to the Administrative Agent indicating the Borrower’s election electing to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each prepay such Mandatory Prepayment Amount in five six (6) (or fewer) monthly installments installments. Each such installment shall equal to or exceed one-fifth sixth of such Borrowing Base deficiency with Deficiency; the first such installment due 30 shall be paid within thirty (30) days after of the date giving of such deficiency notice is received of the Borrowing Base Deficiency by the Borrower from the Administrative Agent to the Borrower and each following installment the five (or fewer) subsequent installments shall be due 30 days after and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated.
(B) If (1) at any time during the preceding installment and existence or continuation of a Borrowing Base Deficiency, the Borrower or any Guarantor makes a Disposition of assets (iiother than those described in clauses (a) make such payments and deposits within such time periods; provided thatthrough (d) of Section 7.5 hereof), or (2) a Disposition of assets included in the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent results in a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from Base in accordance with Section 7.5(e) such that a Borrowing Base redetermination made under Deficiency occurs, then, in either case, the Borrower shall, or shall cause such Guarantor to, use the Net Sale Proceeds from such Disposition (whether or not such assets are included in the Borrowing Base) to prepay the Loans and, upon prepayment of all Loans, shall provide L/C Collateral as set forth in Section 2.02(c)(ii2.3.11, within one (1) Business Day of such Disposition in an amount equal to 100% of the Borrowing Base Deficiency then existing or (iii), if occurring as a result of such disposition. Application of such Net Sale Proceeds shall be applied to the aggregate outstanding principal amount of the Advances plus Loans until the Letter Loans are paid in full and then shall be held as L/C Collateral in an amount equal to the aggregate amount of Credit Exposure exceeds L/C Obligations pursuant to Section 2.3.11.
(C) If, as a result of a reduction in the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentspursuant to Section 2.8(d)(ii), a Borrowing Base Deficiency results, then the Borrower shall immediately prepay the Advances orLoans and, if upon prepayment of all Loans, shall provide L/C Collateral as set forth in Section 2.3.11, within three (3) Business Days of the Advances have been repaid in full, make deposits into receipt of the Cash Collateral Account to provide cash collateral for proceeds of the Letter of Credit Exposure, Permitted Additional Notes in an amount equal to (A) such portion 100% of the Borrowing Base deficiency resulting from Deficiency then existing or occurring as a result of such reduction plus (B) if a Borrowing Base deficiency exists prior issuance. Application of such proceeds shall be applied to such reduction, the principal amount of the Loans until the Loans are paid in full and then shall be held as L/C Collateral in an amount equal to the lesser aggregate amount of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid L/C Obligations pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above2.3.11.
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Borrowing Base Deficiency. (iA) Other than as provided in clause (iiB) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, Company shall take any of the following actions (and the failure of the Borrower Company to take such actions to remedy such Borrowing Base deficiency Deficiency shall constitute an Event election of Defaultclause (3) below):
(A1) prepay Advances the Revolving Loans or, if the Advances Revolving Loans have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral Cash Collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date of such deficiency;
(2) (a) deliver, within 10 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower Company from the Administrative Agent, written notice to the Administrative Agent indicating the BorrowerCompany’s election to repay the Advances and make deposits into the Cash pledge as Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal Obligations additional Oil and Gas Properties reasonably acceptable to one-fifth the Administrative Agent and the Supermajority Revolving Lenders such that the Borrowing Base Deficiency is cured within 30 days after the date of such Borrowing Base deficiency with and (b) provide such pledge of additional Oil and Gas Properties within such time period (in form and substance reasonably satisfactory to the first such installment due 30 Administrative Agent);
(3) (a) deliver, within 10 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower Company from the Administrative Agent, written notice to the Administrative Agent indicating the BorrowerCompany’s election to first, repay the Revolving Loans, and second, make deposits into the Cash Collateral Account to provide Cash Collateral for the Letter of Credit Exposure, each in six monthly installments equal to one-sixth of such Borrowing Base Deficiency with the first such installment due 30 days after the date of such deficiency, and each following installment due 30 days after the preceding installment is due (or if earlier, made) and (b) make such payments and deposits within such time periods; or
(4) (a) deliver, within 10 days after the date such deficiency notice is received by the Company from the Administrative Agent, written notice to the Administrative Agent indicating the Company’s election to combine the options provided in clause clauses (B2) and clause (C3) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (iib) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clauses (2) and (3) above. For the avoidance of doubt, (x) unless the Company delivers the requisite written notice to the Administrative Agent of its election under clause (B2), (3) and or (4) above, the Company is deemed to have elected to cure such Borrowing Base Deficiency as provided in clause (C3) above.
, (iiy) Upon each reduction of the if a scheduled Borrowing BaseBase redetermination, if any, resulting from a Borrowing Base redetermination made allowed under Section 2.02(c)(ii) or (iii2.03(c), or a Borrowing Base redetermination on account of title defects in connection with the Oil and Gas Properties given BB Value (each, an “Additional Trigger”) occurs during the existence of a Borrowing Base Deficiency and an incremental Borrowing Base Deficiency amount results as a result of such Additional Trigger, then the Borrowers shall remedy such incremental Borrowing Base Deficiency pursuant to the terms of this clause (a)(i), including, if selected by the aggregate Borrowers, with additional six monthly installments as to such incremental amount, and (z) in any event, all outstanding amount of Revolving Loans shall be paid in full on the Advances plus the Maturity Date and all Letter of Credit Exposure exceeds shall be Cash Collateralized in an amount equal to 105% of all Letter of Credit Exposure on the lesser of Maturity Date.
(B) If the (y) Borrowing Base is reduced under Section 2.03(d) and (z) the aggregate Commitmentssuch reduction results in a Borrowing Base Deficiency, then the Borrower Company shall immediately (1) with respect to a Disposition, prepay the Advances Revolving Loans or, if the Advances Revolving Loans have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral Cash Collateral for all Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured within one Business Day after the date the proceeds of such Disposition are received and (2) with respect to a Hedge Event, prepay Revolving Loans or, if the Revolving Loans have been repaid in full, make deposits into the Cash Collateral Account to provide Cash Collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of that the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to Deficiency is cured on the lesser of (i) Business Day the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionHedge Event are received.
(iiiC) Each prepayment pursuant to this Section 2.05(b2.10(a) shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.15 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b2.10(a) shall be applied to the Advances Revolving Loans as determined by the Administrative Agent and agreed to by the Revolving Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit Agreement (Unit Corp)
Borrowing Base Deficiency. (iA) Other than as provided in clause (ii) below, if If at any time the aggregate outstanding unpaid principal balance of the Loans plus the aggregate amount of the Advances plus the Letter of Credit Exposure ever L/C Obligations exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsa "Borrowing Base Deficiency"), the Borrower shall, within thirty (30) days after receipt of written notice from the Administrative Agent regarding sends written notice of such deficiencyfact to the Borrower, take any (1) prepay the principal of the following actions Loans (and and, upon prepayment of all Loans, shall, to the failure of the Borrower extent required, provide L/C Collateral as set forth in Section 2.3.11) in an aggregate amount at least equal to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
Deficiency (Ain this section, a "Mandatory Prepayment Amount"), or (2) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written give notice to the Administrative Agent indicating the Borrower’s election electing to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each prepay such Mandatory Prepayment Amount in five three (3) (or fewer) monthly installments installments. Each such installment shall equal to or exceed one-fifth third of such Borrowing Base deficiency with Deficiency; the first such installment due 30 shall be paid within thirty (30) days after of the date giving of such deficiency notice is received of the Borrowing Base Deficiency by the Borrower from the Administrative Agent to the Borrower and each following installment the two (or fewer) subsequent installments shall be due 30 days after and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated.
(B) If (1) at any time during the preceding installment and existence or continuation of a Borrowing Base Deficiency, the Borrower or any Guarantor makes a Disposition of assets (iiother than those described in clauses (a) make such payments and deposits within such time periods; provided thatthrough (d) of Section 7.5 hereof), or (2) a Disposition of assets included in the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent results in a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from Base in accordance with Section 7.5(e) such that a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii)Deficiency occurs, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsthen, then in either case, the Borrower shall, or shall immediately cause such Guarantor to, use the Net Sale Proceeds from such Disposition (whether or not such assets are included in the Borrowing Base) to prepay the Advances orLoans and upon prepayment of all Loans, if the Advances have been repaid shall provide L/C Collateral as set forth in fullSection 2.3.11, make deposits into the Cash Collateral Account to provide cash collateral for the Letter within one (1) Business Day of Credit Exposure, receipt of such Net Sale Proceeds in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds 100% of the transaction that triggered Net Sale Proceeds from the sale of such Borrowing Base reduction assets and (ii) such portion the full amount of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 Deficiency then existing or occurring as a result of such prepayment being made on disposition. Application of such date. Each prepayment under this Section 2.05(b) Net Sales Proceeds shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure principal amount of the Borrower to provide a notice of its election within Loans until the required 10 days as required Loans are paid in clause (i) above full and then shall be deemed held as L/C Collateral in an amount equal to be an election by the Borrower aggregate amount of L/C Obligations pursuant to take the actions provided in clause (i)(A) aboveSection 2.3.11.
Appears in 1 contract
Borrowing Base Deficiency. (iA) Other than as provided in clause (ii) below, if Upon any redetermination of or adjustment to the aggregate outstanding amount of the Advances Borrowing Base in accordance with Sections 2.8(a), 2.8(c) or 2.8(d)(iv), the aggregate unpaid principal balance of the Loans plus the Letter aggregate amount of Credit Exposure ever L/C Obligations exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsa “Borrowing Base Deficiency”), the Borrower shall, within thirty (30) days after receipt of written notice from the Administrative Agent regarding sends written notice of such deficiencyfact to the Borrower, take any (1) prepay the principal of the following actions Loans (and and, upon prepayment of all Loans, shall, to the failure of the Borrower extent required, provide L/C Collateral as set forth in Section 2.3(k)) in an aggregate amount at least equal to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
Deficiency (Ain this section, a “Mandatory Prepayment Amount”), or (2) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written give notice to the Administrative Agent indicating the Borrower’s election electing to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each prepay such Mandatory Prepayment Amount in five six (6) (or fewer) monthly installments installments. Each such installment shall equal to or exceed one-fifth sixth of such Borrowing Base deficiency with Deficiency; the first such installment due 30 shall be paid within thirty (30) days after of the date giving of such deficiency notice is received of the Borrowing Base Deficiency by the Borrower from the Administrative Agent to the Borrower and each following installment the five (or fewer) subsequent installments shall be due 30 days after and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated.
(B) If (1) at any time during the preceding installment and existence or continuation of a Borrowing Base Deficiency, the Borrower or any Guarantor makes a Disposition of assets (iiother than those described in clauses (a) make such payments and deposits within such time periods; provided thatthrough (d) of Section 7.5 hereof), or (2) a Disposition of assets included in the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent results in a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from Base in accordance with Section 7.5(e) such that a Borrowing Base redetermination made under Deficiency occurs, then, in either case, the Borrower shall, or shall cause such Guarantor to, use the Net Sale Proceeds from such Disposition (whether or not such assets are included in the Borrowing Base) to prepay the Loans and, upon prepayment of all Loans, shall provide L/C Collateral as set forth in Section 2.02(c)(ii) or (iii2.3(k), if within one (1) Business Day of such Disposition in an amount equal to 100% of the aggregate outstanding Borrowing Base Deficiency then existing or occurring as a result of such Disposition. Application of such Net Sale Proceeds shall be applied to the principal amount of the Advances plus Loans until the Letter Loans are paid in full and then shall be held as L/C Collateral in an amount equal to the aggregate amount of Credit Exposure exceeds L/C Obligations pursuant to Section 2.3(k).
(C) If, as a result of a reduction in the lesser of the (y) Borrowing Base and (zpursuant to Section 2.8(d)(ii) the aggregate Commitmentsor Section 2.8(d)(iii), a Borrowing Base Deficiency results, then the Borrower shall immediately prepay the Advances orLoans and, if upon prepayment of all Loans, shall provide L/C Collateral as set forth in Section 2.3(k), within three (3) Business Days of the Advances have been repaid in full, make deposits into receipt of the Cash Collateral Account to provide cash collateral for proceeds of the Letter of Credit Exposure, Permitted Additional Notes in an amount equal to (A) such portion 100% of the Borrowing Base deficiency resulting from Deficiency then existing or occurring as a result of such reduction plus (B) if a Borrowing Base deficiency exists prior issuance. Application of such proceeds shall be applied to such reduction, the principal amount of the Loans until the Loans are paid in full and then shall be held as L/C Collateral in an amount equal to the lesser aggregate amount of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior L/C Obligations pursuant to such reductionSection 2.3(k).
(iiiD) Each prepayment Notwithstanding the foregoing, all payments required to be made pursuant to this Section 2.05(b2.4(b)(ii) shall must be accompanied by accrued interest made on the amount prepaid or prior to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveMaturity Date.
Appears in 1 contract
Borrowing Base Deficiency. (i) Other than as provided in clause (iiSection 2.7(b)(ii) below, if the aggregate outstanding amount of the Revolving Loan Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) the Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Revolving Loan Advances or, if the Revolving Loan Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Required Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i1) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Revolving Loan Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) delivereliminate the Borrowing Base deficiency through a combination of the actions described in Sections 2.7(b)(i)(A), within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above), and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii2.2(e) or (iii), if the aggregate outstanding amount of the Revolving Loan Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) the Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Revolving Loan Advances or, if the Revolving Loan Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b2.7(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.17 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b2.7(b) shall be applied to the Revolving Loan Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. (i) Other than as provided in clause clauses (ii), (iii) and (iv) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency Deficiency shall constitute an Event election of Defaultclause (C) below):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) (i) deliver, within 10 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to pledge as Collateral for the Secured Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and the Required Lenders such that the Borrowing Base Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and (ii) provide such pledge of additional Oil and Gas Properties within such time period;
(C) (i) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five three monthly installments equal to one-fifth third of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent (or such earlier date as agreed to between the Borrower and the Administrative Agent) and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five three equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above. For the avoidance of doubt, (x) unless the Borrower delivers the requisite written notice to the Administrative Agent of its election under clause (B), (C) or (D) above, the Borrower is deemed to have elected to cure such Borrowing Base Deficiency as provided in clause (C) above, (y) if a scheduled Borrowing Base redetermination, a Borrowing Base redetermination allowed under Section 2.02(c), or a Borrowing Base redetermination on account of title defects in connection with the Oil and Gas Properties given BB Value (each, an “Additional Trigger”) occurs during the existence of a Borrowing Base Deficiency and an incremental Borrowing Base Deficiency amount results as a result of such Additional Trigger, then the Borrower shall remedy such incremental Borrowing Base Deficiency pursuant to the terms of this Section 2.05(b)(i), including, if selected by the Borrower, with additional three monthly installments as to such incremental amount, and (z) in any event, all outstanding Advances shall be paid in full on the Commitment Termination Date and all Letter of Credit Exposure shall be Cash Collateralized in the Minimum Collateral Amount on the Commitment Termination Date.
(ii) Upon each reduction If, during the existence of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(iiDeficiency, any Loan Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Cash Proceeds, whether as one payment or (iii)a series of payments, if then the aggregate outstanding amount Borrower shall, within one Business Day after receipt of such proceeds, prepay the Advances plus Borrowings and Cash Collateralize the Letter of Credit Exposure exceeds Exposure, in an aggregate amount equal to the lesser of the (yi) such Borrowing Base Deficiency and (zii) 100% of such proceeds.
(iii) If the aggregate CommitmentsBorrowing Base is reduced under Section 2.02(d) and such reduction results in a Borrowing Base Deficiency, then the Borrower shall immediately (A) with respect to a Disposition, prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of that the Borrowing Base deficiency Deficiency is cured within one Business Day after the date the proceeds of such Disposition are received, (B) with respect to a Hedge Event, prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency is cured on the Business Day the proceeds of such Hedge Event are received, and (C) with respect to a reduction in the Borrowing Base as a result of a notice event triggered under Section 6.01(g), prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency on account thereof is cured within one Business Day after such reduction in the Borrowing Base.
(iv) If a Disposition of Oil and Gas Properties or a Hedge Event occurs during the period when a Borrowing Base Deficiency already exists, then in addition to the requirement to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit to cure any Borrowing Base Deficiency occurring as a result thereof (as provided in clause (iii) above), the Borrower shall apply any remaining proceeds resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior Disposition or Hedge Event on the date such proceeds are received as prepayments of all unpaid monthly installments or payments required under this Section 2.05(b), applied pro rata to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionpayments.
(iiiv) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. (i) Other If a Borrowing Base Deficiency exists other than as provided in clause (ii) below, if the aggregate outstanding amount a result of a redetermination of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base in accordance with the provisions of Section 2.07(f), Section 2.07(h)(iii)(B) or Section 9.02(f), then the Administrative Agent shall give the Borrower and (z) the aggregate Commitments, the Lenders prompt written notice thereof. The Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Administrative Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):Deficiency:
(A1) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for Collateralize the Letter of Credit Exposure, Exposure in an aggregate amount equal to such that deficiency within ten (10) days after the Borrower’s written election; 715347206 14464587
(2) if the Borrowing Base deficiency is cured within 10 Business Days after Deficiency results from a reduction in the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations RBL Component, add additional Oil and Gas Properties acceptable to the Administrative Agent Agent, in its sole discretion, to the Borrowing BaseRBL Component having a value, based on the same valuation methodology approved by the Required Lenders in determining the Borrowing BaseRBL Component that was used to value the then existing Oil and each of Lenders Gas Properties, such that the Borrowing Base deficiency Deficiency is cured within 30 thirty (30) days after the date such deficiency notice is received by the Borrower from the Administrative Agent;Borrower’s written election; or
(C3) commencing with the thirtieth (i30th) deliver, within 10 Business Days after day following the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to of which the Administrative Agent indicating gave the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth Borrower notice of such Borrowing Base deficiency with the first such installment due 30 Deficiency and every thirty days after such thirtieth (30th) thereafter (or any such day is not a Business Day, on the date next Business Day after such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided thatday), pay the Borrowing Base deficiency cure permitted under this clause Deficiency in six (C6) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within for the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus Deficiency is eliminated in a period of six (B6) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionmonths.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, shall after receipt of written notice from the Administrative Agent regarding such deficiencyAgent, take any one of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agentreceived;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders Banks such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become duereceived; or
(Diii) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, Exposure in an amount six monthly installments equal to (A) one-sixth of such portion of the Borrowing Base deficiency resulting from with the first such reduction plus (B) if a Borrowing Base deficiency exists prior to installment due 30 days after the date such reduction, then an amount equal to notice is received and each following installment due 30 days after the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) preceding installment. Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i) and (iii) of this Section 2.05(b) shall be applied to the Revolving Advances and the Term Advances as determined by the Administrative Agent and agreed to by the Lenders Banks in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. If a Borrowing Base Deficiency shall exist because of a periodic or special redetermination of the Borrowing Base pursuant to Section 4.2 or Section 4.4, then Administrative Agent shall notify Borrower of the same, and Borrower shall within thirty (30) days following receipt of such notice elect in writing whether to (i) Other than prepay an amount which will eliminate the Borrowing Base Deficiency, or (ii) execute and deliver to Administrative Agent instruments mortgaging such other collateral as is reasonably acceptable to the Majority Lenders, pursuant to security documents in form reasonably acceptable to Administrative Agent having present values which, in the opinion of Majority Lenders, based upon Majority Lenders’ evaluation of the engineering data provided them, taken in the aggregate are sufficient to increase the Borrowing Base to an amount at least equal to the Aggregate Credit Exposure, or (iii) do any combination of the foregoing. If Borrower elects to prepay such deficiency under clause (i) above, then such prepayment shall be made in six (6) equal consecutive monthly installments beginning on the Deficiency Payment Commencement Date and continuing on the same day of each month thereafter until paid. If Borrower so elects to mortgage additional Oil and Gas Properties, then clause (ii) belowabove shall be accomplished within thirty (30) days from Administrative Agent’s date of notification. If Borrower fails to make an election among clauses (i) through (iii) above within thirty (30) days from Administrative Agent’s notification, if then (x) Borrower shall be deemed to have selected the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the payment option specified in clause (i) above, and (y) Borrower shall make such payment in six (6) equal consecutive monthly installments beginning on the Deficiency Payment Commencement Date and continuing on the same day of each month thereafter until paid. “Deficiency Payment Commencement Date” means (a) a day not later than the thirtieth (30th) day from the date of Administrative Agent’s notification of the Borrowing Base and Deficiency, in the case where Borrower elects the payment option for clause (zi) the aggregate Commitmentsabove or fails to make an election, the Borrower shall, or (b) a day which is within ten (10) days after receipt of written notice from the Administrative Agent regarding that such deficiency, take any of the following actions property submitted pursuant to clause (and the failure of the Borrower ii) above are not acceptable or do not have sufficient present value to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that eliminate the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Deficiency, as applicable. If Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations makes an election to mortgage additional Oil and Gas Properties but such Oil and Gas Properties are not reasonably acceptable to the Administrative Agent and each of Majority Lenders such that or do not have present values which in the aggregate are sufficient to eliminate the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
Deficiency, then (Cx) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall be deemed to have delivered to selected the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required payment option specified in clause (i) above above, and (y) Borrower shall be deemed to be an election by make such payment in six (6) equal consecutive monthly installments beginning on the Borrower to take Deficiency Payment Commencement Date and continuing on the actions provided in clause (i)(A) abovesame day of each month thereafter until paid.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any deliver to the Administrative Agent, within 10 days of receipt of such notice from the Administrative Agent, a written response indicating which of the following actions it intends to take to remedy the Borrowing Base deficiency (and the failure of the Borrower to take deliver such actions election notice or to perform the action chosen to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;; or
(Ciii) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, written notice to the Administrative Agent written notice indicating the Borrower’s 's election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six monthly installments equal to one-fifth sixth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment installment, and (iiB) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i) and (iii) of this Section 2.05(b) shall be applied first to the payment of outstanding Reference Rate Advances, if any, and then to the payment of all other Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) belowSubject to Section 2.05(b)(ii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Revolving Advances or, if the Revolving Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured cured, and (2) make such payments and deposits within 10 days after the date such deficiency notice is received by the Borrower;
(B) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower from Borrower, deliver a written notice to the Administrative Agent;
(B) Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Revolving Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(C) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to repay the Revolving Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five three equal consecutive monthly installments equal to one-fifth third of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii2) make such five three equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
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Borrowing Base Deficiency. (i) Other than as provided in clause (iiSubject to Section 2.4.(d) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure plus the Existing Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower's written election;
(Bii) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders Majority Banks to the Borrowing Base such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, Borrower's written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueelection; or
(Diii) (i) deliver, within 10 Business Days after pay the date deficiency in monthly installments in amounts not greater than one-half of the deficiency in any one monthly payment or such deficiency notice is received by the Borrower from the Administrative Agent, written notice lesser amounts satisfactory to the Administrative Agent indicating Majority Banks for the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from is eliminated in a period of 90 days or such reduction plus (B) if a Borrowing Base deficiency exists prior longer period satisfactory to such reductionthe Majority Banks, then but in no event to exceed six months, by irrevocably dedicating an amount equal of the monthly cash flow from the Borrower's and its Subsidiaries' Oil and Gas Properties to the lesser prepayment of (i) the net Advances and cash proceeds collateralization of the transaction that triggered such Borrowing Base reduction and (ii) such portion Letter of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Credit Exposure; Each prepayment pursuant to this Section 2.05(b2.4(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Samples: Credit Agreement (Stone Energy Corp)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of (x) the (y) Borrowing Base and (zy) the aggregate Commitments, the Borrower shall, shall after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent Required Lenders in their sole discretion (and each of Lenders deliver such title evidence thereto to the extent required under Section 5.10 and deliver Engineering Reports covering such Oil and Gas Properties acceptable to the Required Lenders) such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Ciii) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (iiB) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(Div) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (Bii) and clause (Ciii) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (iiB) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (Bii) and clause (Ciii) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i), (iii) and (iv) of this Section 2.05(b) shall be applied to the Advances as requested by the Borrower if no Default then exists or, if a Default then exists, shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveAgent.
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Borrowing Base Deficiency. (iA) Other than as provided in clause (iiB), clause (C) or clause (D) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any (x) provide written notice to the Administrative Agent within ten days of the date such deficiency notice is received by the Borrower from the Administrative Agent, identifying which of the following actions the Borrower shall take (and in the case of option (iv) below, identifying the allocation between options (i), (ii) and (iii)), and (y) proceed to take such actions (and the failure of the Borrower to provide such notice or take such actions within the time periods specified to remedy such Borrowing Base deficiency Deficiency shall constitute an Event of Default):
(Ai) prepay Advances Loans or, if the Advances Loans have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Cii) (i) deliver, pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Tier I Lenders such that the Borrowing Base Deficiency is cured within 10 Business Days 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to ;
(iii) repay the Advances Loans and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five three monthly installments equal to one-fifth third of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueinstallment; or
(Div) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and i), clause (Cii) or clause (iii) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments prepayment or deposit and deliver such additional Collateral within the time required under clause (B) and i), clause (Cii) or clause (iii) above.
(B) If, during the existence of a Borrowing Base Deficiency, any Loan Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Receipts, whether as one payment or a series of payments, then the Borrower shall, within three Business Days after receipt of such proceeds, prepay the Borrowings and provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the lesser of (i) such Borrowing Base Deficiency and (ii) 100% of such proceeds.
(C) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) 5.12 or (iiia Borrowing Base reduction made under Section 2.2(e), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, then the Borrower shall immediately prepay the Advances Loans or, if the Advances Loans have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (Ai) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (Bii) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (ix) the net cash proceeds Net Cash Proceeds of the transaction that triggered such Borrowing Base reduction and (iiy) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction.
(iiiD) Each prepayment pursuant If, during the existence of a Borrowing Base Deficiency, (A) any Equity Interests are issued by Borrower or any Restricted Subsidiary (other than the issuance of Equity Interests in any Restricted Subsidiary to this Section 2.05(bany Loan Party), (B) any Person shall be accompanied by accrued interest on the amount prepaid make any cash contribution to the date capital of any Loan Party (other than contributions by any Loan Party to the capital of any Restricted Subsidiary), or (C) any Asset Sale or Recovery Event occurs then the Borrower shall, within three Business Days after receipt of such prepayment proceeds, prepay the Borrowings and amountsprovide cash collateral for the Letter of Credit Exposure, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied in an aggregate amount equal to the Advances as determined by lesser of (i) such Borrowing Base Deficiency and (ii) 100% of the Administrative Agent and agreed to by the Lenders in their sole discretion. Net Cash Proceeds received from such event.
(E) The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (ii)(A) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(Ai)(A)(i) above.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if To the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) extent a Borrowing Base and Deficiency exists after giving effect to any Redetermination (z) the aggregate Commitmentsother than in connection with a Redetermination pursuant to Section 4.5 hereof), the Borrower shall, after receipt of within ten (10) days following notice thereof from Administrative Agent, provide written notice from (the “Election Notice”)”) to Administrative Agent regarding such deficiency, take any of stating the following actions (and the failure of the action which Borrower proposes to take such actions to remedy such Borrowing Base deficiency Deficiency, and Borrower shall constitute an Event thereafter, at its option, either (a) within thirty (30) days following the delivery of Default):
(A) prepay Advances or, if the Advances have been repaid in fullElection Notice, make deposits into a prepayment or prepayments of principal on the Cash Collateral Account Revolving Loan in an amount sufficient to provide cash collateral for eliminate such Borrowing Base Deficiency, and if such Borrowing Base Deficiency cannot be eliminated pursuant to this Section 4.6 by prepayment of the Revolving Loan in full (as a result of outstanding Letter of Credit Exposure), Borrower shall also at such that time deposit with Administrative Agent sufficient cash to be held by Administrative Agent to secure outstanding Letter of Credit Exposure in the manner contemplated by Section 2.12 as necessary to eliminate such Borrowing Base deficiency is cured within 10 Business Days after Deficiency, (b) eliminate such Borrowing Base Deficiency by making three (3) consecutive mandatory prepayments of principal on the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and Revolving Loan, each of Lenders such that which shall be in the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters amount of Credit, each in five monthly installments equal to one-fifth third (1/3rd) of the amount of such Borrowing Base deficiency Deficiency, commencing on the first Monthly Date following the delivery of the Election Notice, and continuing on each Monthly Date thereafter, (c) within ninety (90) days following the delivery of the Election Notice, submit (and pledge as collateral pursuant to Article V hereof additional oil and gas properties owned by Borrower and its Subsidiaries for consideration in connection with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion determination of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior which Administrative Agent and Banks deem sufficient in their sole discretion to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered eliminate such Borrowing Base reduction Deficiency, or (d) eliminate such Borrowing Base Deficiency through a combination of prepayments on the Revolving Loan and submission of additional oil and gas properties for inclusion in the Borrowing Base as set forth in subclauses (a) and (iic) such portion above. Notwithstanding the foregoing, upon any Redetermination of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as 4.5 hereof which results in a result Borrowing Base Deficiency (or increase in an existing Borrowing Base Deficiency), Borrower shall immediately make a mandatory prepayment of principal on the Revolving Loan in an amount sufficient to eliminate such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveBorrowing Base Deficiency.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) If a Borrowing Base Deficiency exists, then the Administrative Agent shall give the Borrower and (z) the aggregate Commitments, the Lenders prompt written notice thereof. The Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Administrative Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, Exposure in an aggregate amount equal to such that the Borrowing Base deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower’s written election;
(Bii) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders Agent, in its sole discretion, to the Borrowing Base such that the Borrowing Base deficiency Deficiency is cured within 30 20 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueelection; or
(Diii) (i) deliver, within 10 Business Days after pay the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided Borrowing Base Deficiency in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five six equal consecutive monthly installments and deliver such additional Collateral within for the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus (B) if Deficiency is eliminated in a Borrowing Base deficiency exists prior to such reductionperiod of six months, then by irrevocably dedicating an amount equal of the monthly cash flow from the Borrower’s and its Subsidiaries’ Oil and Gas Properties to the lesser prepayment of (i) Advances or, if the net Advances have been repaid in full, making deposits into the Cash Collateral Account to provide cash proceeds collateral for the Letter of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Credit Exposure. Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveaccordance with Section 2.10.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) or clause (iii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency Deficiency shall constitute an Event of Default):
(A) prepay Swing Line Advances or, if the Swing Line Advances have been repaid in full, prepay Revolving Advances or, if the Revolving Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) (i) deliver, within 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to pledge as Collateral for the Secured Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of the Lenders such that the Borrowing Base deficiency Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentAgent and (ii) provide such pledge of additional Oil and Gas Properties within such time period;
(C) (i) deliver, within 10 Business Days 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, that the Borrowing Base deficiency Deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with (1) no Event of Default exists and is continuing at the time written notice of such election shall have been delivered to the Administrative Agent electing this optionAgent, and (2) concurrent with the delivery of such written notice, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt Indebtedness and trade accounts payable as they become duedue ; or
(D) (i) deliver, within 10 Business Days 5 days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction If, during the existence of a Borrowing Base Deficiency, any Loan Party (or the Administrative Agent as loss payee or assignee) receives Extraordinary Cash Proceeds, whether as one payment or a series of payments, then the Borrower shall, within three Business Days after receipt of such proceeds, prepay the Borrowings and make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an aggregate amount equal to the lesser of (i) such Borrowing BaseBase Deficiency and (ii) 100% of such proceeds.
(iii) If, if any, resulting from as a result of a Borrowing Base redetermination made under Section 2.02(c)(ii2.02(c) or (iiiSection 5.10, or a mandatory Borrowing Base reduction provided in Section 2.02(d), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency Deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency Deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency Deficiency in existence immediately prior to such reduction.
(iiiiv) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 5 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. (i) Other The Market Value of all Pledged Assets will be determined by Administrative Agent (A) on a date not later than fifteen (15) days following the end of any calendar quarter, (B) promptly following the date that any Pledged Asset becomes a Defaulted Asset, (C) promptly following a request for the release of a Pledged Asset from the Collateral securing the Secured Obligations pursuant to Section 4.7(c) hereof or the substitution of a Substitute Asset for a Substituted Asset pursuant to Section 4.8 hereof, (D) in connection with any Pledged Asset Prepayment pursuant to Section 3.3(c) hereof, (E) upon the occurrence of any deemed approval of Administrative Agent under Section 8.19(b), and (F) as provided of each Borrowing Date hereunder (each a “Market Determination Date”). Borrower shall deliver to Administrative Agent, at least five (5) Business Days prior to each Market Determination Date (or, in the case of a Market Determination Date described in clause (iiE), three (3) belowBusiness Days prior to such Market Determination Date), if an Updated Underwriting Package for each Pledged Asset for which an Updated Underwriting Package has not been delivered to the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the Administrative Agent within thirty (30) days prior to such Market Determination Date. If, on any Market Determination Date, (x) a Borrowing Base Deficiency exists, (y) Borrowing the Aggregate Market Value is less than the Aggregate Base Case Market Value (a “Market Deficiency”), and (z) the aggregate Commitmentsamount of such Market Deficiency is more than fifteen percent (15%) of the Aggregate Base Case Market Value (the “Market Deficiency Threshold”), the then Lender shall provide written notice of such Market Deficiency to Borrower (such notice, a “Market Deficiency Notice”) and Borrower shall, after receipt no later than the fifth (5th) Business Day immediately following the date of written notice from the Administrative Agent regarding such deficiency, take any delivery of the following actions related Market Deficiency Notice, prepay the Outstanding Principal Balance by an amount (and the failure of the Borrower to take such actions to remedy such “Borrowing Base deficiency shall constitute an Event of Default):
(ADeficiency Cure Amount”) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account sufficient to provide cash collateral for the Letter of Credit Exposure, such that cure the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) aboveDeficiency.
(ii) Upon each reduction With the prior written consent of the Borrowing BaseAdministrative Agent, if anywhich such consent may be granted or withheld in Administrative Agent’s sole discretion, resulting from a Borrowing Base redetermination made under Borrower may, in lieu of prepaying the Outstanding Principal Balance as provided in Section 2.02(c)(ii) or (iii3.3(a)(i), if the aggregate outstanding amount enter into a Security Document in favor of the Advances plus Administrative Agent for the Letter of Credit Exposure exceeds the lesser ratable benefit of the Lenders with respect to one or more additional Eligible Assets (yprovided that all of the conditions precedent set forth in Section 6.2 hereof are satisfied) Borrowing Base and having a combined Market Value sufficient (z) together with the aggregate CommitmentsMarket Value of all other Additional Assets theretofore encumbered pursuant to this Section 3.3(a)(ii)), then when multiplied by the Borrower shall immediately prepay the Advances orapplicable Advance Rate for each such Additional Asset, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of cure the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionDeficiency.
(iii) Each prepayment pursuant To the extent that, on any Market Determination Date, the Market Value of any Pledged Asset as to this Section 2.05(bwhich Lenders shall have advanced sixty percent (60%) of its Base Case Market Value on the Borrowing Date therefor is less than its Base Case Market Value, Borrower shall have the right to elect to pay interest hereunder with respect to all Pledged Assets of that Asset Type which were advanced at that Advance Rate at a rate based upon the Applicable Spread determined as if Lender had advanced seventy percent (70%) of the Base Case Market Value thereof, in which case the Borrowing Base shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 deemed increased as a result of such prepayment being made on increase in the Advance Rate, and the Borrowing Base Cure Amount at such date. Each prepayment time shall be reduced to an amount equal to that which would be required to cure the Borrowing Base Deficiency after giving effect to the increased Borrowing Base resulting from Borrower’s election under this Section 2.05(b3.3(a)(iii). If, after giving effect to Borrower’s election under this Section 3.3(a)(iii), the Borrowing Base exceeds the Outstanding Principal Balance, Borrower may submit a Request for Borrowing with respect to such excess amount. If Borrower shall elect to pay interest at an increased rate with respect to all Pledged Assets of a particular Asset Type and Advance Rate as provided in this Section 3.3(a)(iii), the Applicable Spread for all such Pledged Assets shall be increased, effective as of the date of the applicable Market Deficiency Notice, to the Applicable Spread on Schedule 2 hereto effective for such increased Advance Rate.
(iv) In addition, so long as (A) no Market Deficiency shall then have occurred and be continuing with respect to any Pledged Assets and (B) no Event of Default, no monetary Default and no other Default as to which Administrative Agent shall have delivered a notice of default to Borrower hereunder shall have occurred and be continuing, if on any Market Determination Date the total of the Market Values for all Pledged Assets of a particular Asset Type and Advance Rate is greater than the total of all Base Case Market Values of all Pledged Assets of that Asset Type and Advance Rate such that, in the aggregate, the Advance Rate for such Pledged Assets has effectively decreased to the next lowest Advance Rate set forth in Schedule 2 hereto, and the amount of such excess Market Value is more than ten percent (10%) of the Base Case Market Value of all Pledged Assets of that Asset Type and Advance Rate (a “Market Value Surplus”) and the same has been true for two or more consecutive preceding quarters, then Borrower may request in writing (a “Market Surplus Notice”) that the Applicable Spread for all Pledged Assets of that Asset Type and Advance Rate (and as to which such Market Value Surplus shall exist) be decreased, and such rate shall be decreased effective as of the date of the applicable Market Surplus Notice, to the Applicable Spread on Schedule 2 hereto effective for such decreased Advance Rate. Nothing in this Section 3.3(a)(iv) shall be applied deemed to preclude or limit the Advances as determined by application of any other provision of this Section 3.3(a) at any time after the Administrative Agent and agreed delivery of a Market Surplus Notice.
(v) Any Market Deficiency Notice delivered pursuant to by the Lenders this Section 3.3(a) shall be given in their sole discretionaccordance with Section 13.2 hereof. The failure of Administrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the Borrower terms and conditions to provide which this Agreement is subject or limit the right of Administrative Agent to do so at a notice later date; provided that the determination of its election within whether a Borrowing Base Deficiency exists or whether a Market Deficiency exists which is in excess of the required 10 days as required in clause (i) above applicable Market Deficiency Threshold shall be deemed based on the then-current circumstances and Aggregate Market Value. Borrower, Administrative Agent and Lenders each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s rights, on behalf of itself or Lenders, under this Agreement or otherwise existing by law, or in any way create additional rights for Borrower.
(vi) For all purposes of this Agreement, if any Additional Asset is to be an election added to the Collateral pursuant to Section 3.3(a)(ii) hereof, Borrower shall satisfy the conditions set forth in Section 6.2 for each such Additional Asset and, upon satisfaction of such conditions and the acceptance by Administrative Agent, in its sole discretion, of such Additional Assets as additional Collateral hereunder, such Additional Assets shall become “Pledged Assets” for all purposes of this Agreement. The Administrative Agent shall, at the Borrower to take time such Additional Assets become Pledged Assets hereunder, determine the actions provided in clause (i)(A) aboveBase Case DSCR, the Base Case Market Value and the Asset Value for each such Additional Asset.
Appears in 1 contract
Samples: Revolving Credit Loan and Security Agreement (Ashford Hospitality Trust Inc)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) If a Borrowing Base Deficiency exists, then the Administrative Agent shall give the Borrower and (z) the aggregate Commitments, the Lenders prompt written notice thereof. The Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Administrative Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for Collateralize the Letter of Credit Exposure, Exposure in an aggregate amount equal to such that the Borrowing Base deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower’s written election;
(B) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders Agent, in its sole discretion, to the Borrowing Base such that the Borrowing Base deficiency Deficiency is cured within 30 20 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;Borrower’s written election; or
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, pay the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided Deficiency in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five six equal consecutive monthly installments and deliver such additional Collateral within for the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus (B) if Deficiency is eliminated in a Borrowing Base deficiency exists prior to such reductionperiod of six months, then by irrevocably dedicating an amount equal of the monthly cash flow from the Borrower’s and its Subsidiaries’ Oil and Gas Properties to the lesser prepayment of (i) Advances or, if the net Advances have been repaid in full, making deposits into the Cash Collateral Account to provide cash proceeds collateral for the Letter of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Credit Exposure. Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveaccordance with Section 2.10.
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Borrowing Base Deficiency. (iA) Other than as provided in clause (ii) below, if If at any time the aggregate outstanding unpaid principal balance of the Loans plus the aggregate amount of the Advances plus the Letter of Credit Exposure ever L/C Obligations exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsa “Borrowing Base Deficiency”), the Borrower shall, within thirty (30) days after receipt of written notice from the Administrative Agent regarding sends written notice of such deficiencyfact to the Borrower, take any (1) prepay the principal of the following actions Loans (and and, upon prepayment of all Loans, shall, to the failure of the Borrower extent required, provide L/C Collateral as set forth in Section 2.3.11) in an aggregate amount at least equal to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
Deficiency (Ain this section, a “Mandatory Prepayment Amount”), or (2) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written give notice to the Administrative Agent indicating the Borrower’s election electing to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each prepay such Mandatory Prepayment Amount in five six (6) (or fewer) monthly installments installments. Each such installment shall equal to or exceed one-fifth sixth of such Borrowing Base deficiency with Deficiency; the first such installment due 30 shall be paid within thirty (30) days after of the date giving of such deficiency notice is received of the Borrowing Base Deficiency by the Borrower from the Administrative Agent to the Borrower and each following installment the five (or fewer) subsequent installments shall be due 30 days after and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated.
(B) If (1) at any time during the preceding installment and existence or continuation of a Borrowing Base Deficiency, the Borrower or any Guarantor makes a Disposition of assets (iiother than those described in clauses (a) make such payments and deposits within such time periods; provided thatthrough (d) of Section 7.5 hereof), or (2) a Disposition of assets included in the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent results in a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from Base in accordance with Section 7.5(e) such that a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii)Deficiency occurs, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsthen, then in either case, the Borrower shall, or shall immediately cause such Guarantor to, use the Net Sale Proceeds from such Disposition (whether or not such assets are included in the Borrowing Base) to prepay the Advances orLoans and, if the Advances have been repaid upon prepayment of all Loans, shall provide L/C Collateral as set forth in fullSection 2.3.11, make deposits into the Cash Collateral Account to provide cash collateral for the Letter within one (1) Business Day of Credit Exposure, such Disposition in an amount equal to (A) such portion 100% of the Borrowing Base deficiency resulting from Deficiency then existing or occurring as a result of such reduction plus (B) if a Borrowing Base deficiency exists prior disposition. Application of such Net Sales Proceeds shall be applied to such reduction, the principal amount of the Loans until the Loans are paid in full and then shall be held as L/C Collateral in an amount equal to the lesser aggregate amount of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid L/C Obligations pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above2.3.11.
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Borrowing Base Deficiency. (i) Other than Except as provided in clause Section 2.4(b)(ii) through (iivi) below, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) such excess being referred to herein as the aggregate Commitments“Borrowing Base Deficiency”), the Borrower shall, within thirty (30) days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):Deficiency:
(A) prepay Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for Collateralize the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured within 10 Business Days ten (10) days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower’s written election;
(B) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Borrowing Base (and take such actions as are requested by the Agent to cause such additional Oil and each Gas Properties to become subject to Mortgages, to the extent necessary to cause the Mortgaged Property Value to equal or exceed 95% of Lenders the Aggregate Oil and Gas Property Value) such that the Borrowing Base deficiency Deficiency is cured within 30 thirty (30) days after the date such deficiency notice is received by the Borrower from the Administrative Agent;Borrower’s written election; or
(C) pay the deficiency in six (i6) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five equal monthly installments in amounts equal to one-fifth sixth (1/6th) of the amount of the deficiency or such Borrowing Base deficiency lesser amounts satisfactory to the Required Banks for the prepayment of Advances (with the first such installment due 30 days after installment, if applicable, to be paid no later than the date end of such deficiency thirty (30) day period following receipt of notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, of the Borrowing Base deficiency cure permitted under this clause (CDeficiency) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for Collateralize the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus Deficiency is eliminated within six (B6) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds months of the transaction that triggered occurrence of such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reductionDeficiency.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Fifth Amended and Restated Credit Agreement (Stone Energy Corp)
Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of (x) the (y) Borrowing Base and (zy) the aggregate Commitments, the Borrower shall, shall after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(Ai) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Bii) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent Required Lenders in their sole discretion (and each of Lenders deliver such title evidence thereto to the extent required under Section 5.10 and deliver Engineering Reports covering such Oil and Gas Properties acceptable to the Required Lenders) such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(Ciii) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (iiB) make such payments and deposits within such time periods; provided thatperiods (provided, however, that if at the end of such six (6) month period, the aggregate principal balance of the Advances plus the Letter of Credit Exposure again exceeds exceeds the lesser of (x) the Borrowing Base deficiency cure permitted under this clause or (Cy) the aggregate Commitments, interest shall not be available accrue on the Advances at the Default Rate until such time Borrowing Base is equal to or exceeds the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation aggregate principal balance of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueAdvances); or
(Div) (iA) deliver, within 10 Business Days days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (Bii) and clause (Ciii) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (iiB) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (Bii) and clause (Ciii) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) . Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under clauses (i), (iii) and (iv) of this Section 2.05(b) shall be applied to the Advances as requested by the Borrower if no Default then exists or, if a Default then exists, shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveAgent.
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Borrowing Base Deficiency. (iA) Other than as provided in clause (ii) below, if If at any time the aggregate outstanding unpaid principal balance of the Loans plus the aggregate amount of the Advances plus the Letter of Credit Exposure ever L/C Obligations exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsa "Borrowing Base Deficiency"), the Borrower shall, within thirty (30) days after receipt of written notice from the Administrative Agent regarding sends written notice of such deficiencyfact to the Borrower, take any (1) prepay the principal of the following actions Loans (and and, upon prepayment of all Loans, shall, to the failure of the Borrower extent required, provide L/C Collateral as set forth in Section 2.3.11) in an aggregate amount at least equal to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
Deficiency (Ain this section, a "Mandatory Prepayment Amount"), or (2) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written give notice to the Administrative Agent indicating the Borrower’s election electing to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each prepay such Mandatory Prepayment Amount in five six (6) (or fewer) monthly installments installments. Each such installment shall equal to or exceed one-fifth sixth of such Borrowing Base deficiency with Deficiency; the first such installment due 30 shall be paid within thirty (30) days after of the date giving of such deficiency notice is received of the Borrowing Base Deficiency by the Borrower from the Administrative Agent to the Borrower and each following installment the five (or fewer) subsequent installments shall be due 30 days after and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated.
(B) If (1) at any time during the preceding installment and existence or continuation of a Borrowing Base Deficiency, the Borrower or any Guarantor makes a Disposition of assets (iiother than those described in clauses (a) make such payments and deposits within such time periods; provided thatthrough (d) of Section 7.5 hereof), or (2) a Disposition of assets included in the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent results in a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from Base in accordance with Section 7.5(e) such that a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii)Deficiency occurs, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitmentsthen, then in either case, the Borrower shall, or shall immediately cause such Guarantor to, use the Net Sale Proceeds from such Disposition (whether or not such assets are included in the Borrowing Base) to prepay the Advances orLoans and, if the Advances have been repaid upon prepayment of all Loans, shall provide L/C Collateral as set forth in fullSection 2.3.11, make deposits into the Cash Collateral Account to provide cash collateral for the Letter within one (1) Business Day of Credit Exposure, such Disposition in an amount equal to (A) such portion 100% of the Borrowing Base deficiency resulting from Deficiency then existing or occurring as a result of such reduction plus (B) if a Borrowing Base deficiency exists prior disposition. Application of such Net Sales Proceeds shall be applied to such reduction, the principal amount of the Loans until the Loans are paid in full and then shall be held as L/C Collateral in an amount equal to the lesser aggregate amount of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid L/C Obligations pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above2.3.11.
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Borrowing Base Deficiency. Upon the occurrence of a Borrowing Base Deficiency, the Administrative Agent shall notify the Borrowers’ Representative of such Borrowing Base Deficiency. Within ten (10) days from and after the Borrowing Base Deficiency Notification Date, the Borrowers’ Representative shall notify the Administrative Agent that it shall, at its election, take one of the following actions:
(i) Other than Execute and deliver to the Administrative Agent supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional Hydrocarbon Interests directly owned by any Borrower or which are not then designated as Borrowing Base Properties and which are of a type and nature, and having a value (determined by the Administrative Agent in its sole discretion using the standards applicable to a Borrowing Base redetermination), in addition to other Borrowing Base Properties reasonably satisfactory to the Administrative Agent and the Required Lenders, sufficient to eliminate the Borrowing Base Deficiency;
(ii) Make a payment with respect to the Obligations (which shall be applied, or held for application, as the case may be, by the Administrative Agent to the payment of the aggregate unpaid principal amount of those Loans then outstanding and then Letter of Credit Outstandings) in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency within thirty (30) days after the Borrowing Base Deficiency Notification Date;
(iii) Execute and deliver additional Security Documents, as provided in clause (i) above, sufficient to eliminate a portion of the Borrowing Base Deficiency and make a payment as provided in clause (ii) below, if above in an aggregate principal amount sufficient to eliminate the aggregate outstanding amount balance of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, the Borrower shall, after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(B) pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become dueDeficiency; or
(Div) Make six (i6) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayments of principal of the Borrowing Baseoutstanding Loans, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount each of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower which shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, be in an amount equal to (A) such portion 1/6th of the amount of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reductionDeficiency, then an amount equal to commencing on the lesser of (i) the net cash proceeds first Monthly Date following delivery of the transaction that triggered notice of Borrower’s election, and continuing on each Monthly Date thereafter until such Borrowing Base reduction and (ii) Deficiency has been eliminated by such portion prepayments, addition of properties to the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as Properties or a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure combination of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveforegoing.
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Borrowing Base Deficiency. (ia) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure Revolving Facility Usage ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent, elect by written notice to the Administrative Agent regarding such deficiency, to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):
(A) prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that eliminate the Borrowing Base deficiency Deficiency:
(i) within 30 days (or such later date as is cured within 10 Business Days acceptable to the Administrative Agent in its sole discretion) after the date Borrower’s notice of such deficiency notice is received by the Borrower from election, deliver to the Administrative Agent;
(B) pledge as Collateral for the Obligations Agent Mortgages on additional Oil and Gas Properties reasonably acceptable to the Administrative Agent and the Syndication Agent, together with Required Title Information on such additional Oil and Gas Properties, each in form and substance satisfactory to the Administrative Agent, such that, upon such delivery, the Borrowing Base Deficiency is cured; or
(ii) either (a) within 30 days following the delivery of such notice, prepay Loans in an aggregate principal amount equal to such Borrowing Base Deficiency or (b) eliminate such Borrowing Base Deficiency by making six (6) consecutive, mandatory, equal, monthly prepayments of principal on the Revolving Credit Loans, each of Lenders which shall be in the amount of 1/6th of the amount of such Borrowing Base Deficiency, commencing on the first Business Day of the first calendar month following the delivery of such notice and continuing on the first Business Day of each calendar month thereafter. If the Revolving Credit Loans have been repaid in full and a Borrowing Base Deficiency still exists, the Borrower shall Cash Collateralize the Letter of Credit Obligations such that the Borrowing Base deficiency Deficiency is cured eliminated within a period of 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Revolving Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances Loans have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iiib) Each prepayment pursuant to this Section 2.05(b) 5.11 [Borrowing Base Deficiency] shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) aboveprepayment.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) belowSubject to Section 2.05(b)(ii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) a Borrowing Base and (z) the aggregate CommitmentsDeficiency exists, the Borrower shall, then after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and the failure of the Borrower to take such actions to remedy such Borrowing Base deficiency shall constitute an Event of Default):shall,
(A) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower, deliver a written notice to the Administrative Agent indicating its intent to prepay Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency Deficiency is cured cured, and (2) make such payments and deposits within 10 days after the date such deficiency notice is received by the Borrower;
(B) (1) within 3 Business Days after the date such deficiency notice is received by the Borrower from Borrower, deliver a written notice to the Administrative Agent;
(B) Agent indicating its intent to pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and each of Required Lenders in their sole discretion such that the Borrowing Base deficiency Deficiency is cured cured, and (2) deliver such additional Collateral within 30 days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower;
(C) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five six equal consecutive monthly installments equal to one-fifth sixth of such Borrowing Base deficiency Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment due date, and (ii2) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(D) (i1) deliver, within 10 3 Business Days after the date such deficiency notice is received by the Borrower from to the Administrative Agent, deliver a written notice to the Administrative Agent indicating the Borrower’s 's election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii2) make such five six equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) such portion of the Borrowing Base deficiency resulting from such reduction plus (B) if a Borrowing Base deficiency exists prior to such reduction, then an amount equal to the lesser of (i) the net cash proceeds of the transaction that triggered such Borrowing Base reduction and (ii) such portion of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a deliver any such election notice of its election within the required 10 days as required in clause (i) above shall be deemed or to be an election by the Borrower to take perform the actions provided in clause (i)(Achosen to remedy a Borrowing Base Deficiency under this Section 2.05(b)(i) aboveshall constitute an Event of Default.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Revolving A Advances plus the Letter of Credit Exposure ever exceeds the lesser of the (y) Revolving A Borrowing Base and or (zii) if the aggregate Commitmentsoutstanding amount of Revolving B Advances ever exceeds the Revolving B Borrowing Base, the Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent, elect by written notice to the Agent regarding such deficiency, to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay the applicable Advances orand, in the case of a Revolving A Borrowing Base deficiency, if the Revolving A Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the applicable Borrowing Base deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower's written election;
(Bii) pledge as Collateral for the Obligations add additional Oil and Gas Properties subject to an Acceptable Security Interest acceptable to the Administrative Agent and each of Lenders Majority Banks to the Borrowing Bases such that the applicable Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliver, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, Borrower's written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall not be available to the Borrower unless, concurrent with the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation of the Borrower’s consolidated cash flow forecast and financial projections which demonstrates, to the Administrative Agent’s satisfaction, the Borrower’s ability to make each such installment payments and to otherwise pay its other Debt and trade accounts payable as they become due; or
(Diii) (i) deliver, within 10 Business Days after pay the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five six equal consecutive monthly installments and deliver such additional Collateral within in amounts sufficient for the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of applicable Advances and, in the Borrowing Base, if any, resulting from case of a Revolving A Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii), if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances ordeficiency, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Revolving A Borrowing Base deficiency resulting from such reduction plus (B) if is eliminated in a Borrowing Base deficiency exists prior period satisfactory to such reductionthe Majority Banks, then but in no event to exceed six months, by irrevocably dedicating an amount equal of the monthly cash flow from the Borrower's and its Subsidiaries' Oil and Gas Properties to the lesser of (i) the net cash proceeds prepayment of the transaction that triggered such Borrowing Base reduction and (ii) such portion applicable Advances and, if applicable, cash collateralization of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Letter of Credit Exposure. Each prepayment pursuant to this Section 2.05(b2.04(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
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Borrowing Base Deficiency. (i) Other than as provided in clause (ii) below, if If the aggregate outstanding amount of the Revolving Advances plus the Letter of Credit Exposure plus the Existing Letter of Credit Exposure ever exceeds the lesser of the (y) Borrowing Base and (z) the aggregate CommitmentsBase, the Borrower shall, within ten days after receipt of written notice of such condition from the Administrative Agent regarding such deficiency, elect by written notice to the Agent to take any one or more of the following actions (and the failure of the Borrower to take such actions to remedy such the Borrowing Base deficiency shall constitute an Event of Default):deficiency:
(Ai) prepay Revolving Advances orand, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base deficiency is cured within 10 Business Days ten days after the date such deficiency notice is received by the Borrower from the Administrative AgentBorrower's written election;
(Bii) pledge as Collateral for the Obligations add additional Oil and Gas Properties acceptable to the Administrative Agent and each of Lenders Majority Banks to the Borrowing Base such that the Borrowing Base deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent;
(C) (i) deliverBorrower's written election and, within 10 Business Days after the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice if any Oil and Gas Properties are so added to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into the Cash Collateral Account to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from the Administrative Agent and each following installment due 30 days after the preceding installment and (ii) make such payments and deposits within such time periods; provided that, the Borrowing Base deficiency cure permitted under this clause (C) shall after March 31, 1998 and the Term Advances have not be available to been repaid in full, provide the Borrower unless, concurrent with Agent for the written notice delivered to the Administrative Agent electing this option, the Borrower shall have delivered to the Administrative Agent a calculation benefit of the Borrower’s consolidated cash flow forecast Banks an Acceptable Security Interest in at least 80% of the total Borrowing Base value of the Oil and financial projections which demonstrates, to Gas Properties included in the Administrative Agent’s satisfaction, the Borrower’s ability to make each Borrowing Base most recently determined after such installment payments addition and to otherwise pay its other Debt deliver Lien Xxxxx Xxxuments for such Oil and trade accounts payable as they become dueGas Properties; or
(Diii) (i) deliver, within 10 Business Days after pay the date such deficiency notice is received by the Borrower from the Administrative Agent, written notice in monthly installments in amounts satisfactory to the Administrative Agent indicating Majority Banks for the Borrower’s election to combine the options provided in clause (B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time required under clause (B) and clause (C) above.
(ii) Upon each reduction prepayment of the Borrowing Base, if any, resulting from a Borrowing Base redetermination made under Section 2.02(c)(ii) or (iii)Revolving Advances and, if the aggregate outstanding amount of the Advances plus the Letter of Credit Exposure exceeds the lesser of the (y) Borrowing Base and (z) the aggregate Commitments, then the Borrower shall immediately prepay the Advances or, if the Revolving Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, in an amount equal to (A) Exposure such portion of that the Borrowing Base deficiency resulting from such reduction plus (B) if is eliminated in a Borrowing Base deficiency exists prior period satisfactory to such reductionthe Majority Banks, then but in no event to exceed six months, by irrevocably dedicating an amount equal of the monthly cash flow from the Borrower's and its Subsidiaries' Oil and Gas Properties to the lesser prepayment of (i) the net Revolving Advances and cash proceeds collateralization of the transaction that triggered such Borrowing Base reduction and (ii) such portion Letter of the Borrowing Base deficiency in existence immediately prior to such reduction.
(iii) Credit Exposure; Each prepayment pursuant to this Section 2.05(b2.04(b) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.12 2.11 as a result of such prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. The failure of the Borrower to provide a notice of its election within the required 10 days as required in clause (i) above shall be deemed to be an election by the Borrower to take the actions provided in clause (i)(A) above.
Appears in 1 contract
Samples: Credit Agreement (Stone Energy Corp)
