Common use of Borrowing Base Determination and Mandatory Prepayments upon Disposition of Borrowing Base Assets Clause in Contracts

Borrowing Base Determination and Mandatory Prepayments upon Disposition of Borrowing Base Assets. In the event of a Disposition of Borrowing Base Assets permitted by Section 7.05(a) (other than Dispositions of Inventory in the ordinary course of business), then at the time of receipt of such Net Cash Proceeds of such Disposition (i) (A) if Excess Availability is less than $100,000,000 and (B) the amount of Net Cash Proceeds of such Disposition, when added to the Net Cash Proceeds of all other such Dispositions since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h) or this Section 2.14(c) exceeds $10,000,000, or (ii) (A) if Excess Availability is $100,000,000 or more and (B) the amount of Net Cash Proceeds of such Disposition, when added to the Net Cash Proceeds of all other such Dispositions of Borrowing Base Assets received by the Borrower and its Restricted Subsidiaries since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h) or this Section 2.14(c) exceeds $30,000,000, the Borrower shall deliver to the Administrative Agent a Borrowing Base Report prepared taking into account such Disposition and shall make such mandatory prepayments as may be required by Section 2.14(b) (and, if required by such Section, provide Cash Collateral as therein set forth).

Borrowing Base Determination and Mandatory Prepayments upon Disposition of Borrowing Base Assets. In the event of a Disposition of Borrowing Base Assets permitted by Section 7.05(a) (other than Dispositions of Inventory in the ordinary course of business), then if at the time of receipt of such Net Cash Proceeds the proceeds of such Disposition (i) (A) if Excess Availability is less than $100,000,000 75,000,000 and (B) the amount aggregate book value of Net Cash Proceeds of such Dispositionthe Borrowing Base Assets so Disposed of, when added to the Net Cash Proceeds aggregate book value of all other such Dispositions Borrowing Base Assets Disposed of since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h) or this Section 2.14(c) (other than Dispositions of Inventory in the ordinary course of business), exceeds $10,000,000, or (ii) (A) if Excess Availability is $100,000,000 75,000,000 or more and (B) the amount aggregate book value of Net Cash Proceeds of such Dispositionthe Borrowing Base Assets so Disposed of, when added to the Net Cash Proceeds aggregate book value of all other such Dispositions of Borrowing Base Assets received by the Borrower and its Restricted Subsidiaries Disposed of since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h) or this Section 2.14(c) (other than Dispositions of Inventory in the ordinary course of business), exceeds $30,000,00020,000,000, the Borrower shall deliver to the Administrative Agent a Borrowing Base Report prepared taking into account such Disposition and shall make such mandatory prepayments as may be required by Section 2.14(b) (and, if required by such Section, provide Cash Collateral as therein set forth). 1.7 Section 6.02(h) of the Credit Agreement is hereby amended by replacing “$750,000,000” in each place it occurs therein with “$300,000,000”. 1.8 Section 6.10(b) of the Credit Agreement is hereby amended by replacing “60,000,000” in each place it occurs therein with “$45,000,000”. 1.9 Section 7.01(t) of the Credit Agreement is hereby amended by inserting “or Section 7.03(q)” immediately after the reference to “Section 7.03(p)”. 1.10 Section 7.02(f) of the Credit Agreement is hereby amended by replacing “$50,000,000” therein with “$30,000,000”. 1.11 Section 7.02(h) of the Credit Agreement is hereby amended by replacing the reference to “Section 7.05(a)(vii)” therein with “Section 7.05(a)(vii) or (a)(xiv))”. 1.12 Section 7.02(j) of the Credit Agreement is hereby amended by replacing “$100,000,000” therein with “$50,000,000”. 1.13 Section 7.02 of the Credit Agreement is hereby amended by: (i) deleting the word “and” at the end of clause (j) thereof; (ii) replacing the period at the end of clause (k) thereof with “; and”; and (iii) adding the following clause (l) at the end thereof:

Borrowing Base Determination and Mandatory Prepayments upon Disposition of Borrowing Base Assets. In the event of a Disposition of Borrowing Base Assets permitted by Section 7.05(a‎7.05(a) (other than Dispositions of Inventory in the ordinary course of business), then at the time of receipt of such Net Cash Proceeds of such Disposition (i) (A) if Excess Availability is less than $100,000,000 and (B) the amount of Net Cash Proceeds of such Disposition, when added to the Net Cash Proceeds of all other such Dispositions since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h‎6.02(h) or this Section 2.14(c‎2.14(e) exceeds $10,000,000, or (ii) (A) if Excess Availability is $100,000,000 or more and (B) the amount of Net Cash Proceeds of such Disposition, when added to the Net Cash Proceeds of all other such Dispositions of Borrowing Base Assets received by the Borrower and its Restricted Subsidiaries since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h‎6.02(h) or this Section 2.14(c‎2.14(e) exceeds $30,000,000, the Borrower shall deliver to the Administrative Agent a Borrowing Base Report prepared taking into account such Disposition and shall make such mandatory prepayments as may be required by Section 2.14(b‎2.14(c) (and, if required by such Section, provide Cash Collateral as therein set forth).

Borrowing Base Determination and Mandatory Prepayments upon Disposition of Borrowing Base Assets. In the event of a Disposition of Borrowing Base Assets permitted by Section 7.05(a‎7.05(a) (other than Dispositions of Inventory in the ordinary course of business), then at the time of receipt of such Net Cash Proceeds of such Disposition (i) (A) if Excess Availability is less than $100,000,000 and (B) the amount of Net Cash Proceeds of such Disposition, when added to the Net Cash Proceeds of all other such Dispositions of Borrowing Base Assets since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h‎6.02(h) or this Section 2.14(c‎2.14(c) exceeds $10,000,000, or (ii) (A) if Excess Availability is $100,000,000 or more and (B) the amount of Net Cash Proceeds of such Disposition, when added to the Net Cash Proceeds of all other such Dispositions of Borrowing Base Assets received by the Borrower and its Restricted Subsidiaries since the date as of which the Borrowing Base was determined in the Borrowing Base Report most recently delivered under Section 6.02(h‎6.02(h) or this Section 2.14(c‎2.14(c) exceeds $30,000,000, the Borrower shall deliver to the Administrative Agent a Borrowing Base Report prepared taking into account such Disposition and shall make such mandatory prepayments as may be required by Section 2.14(b‎2.14(b) (and, if required by such Section, provide Cash Collateral as therein set forth).