Common use of Mandatory Action Clause in Contracts

Mandatory Action. (i) If on any date the Effective Amount shall exceed the Borrowing Base (a “Deficiency”), then the Company shall cure the Deficiency, and except as provided in paragraph (ii) below, may effect such cure through any of the following means or any combination thereof: (A) the making of a lump sum principal prepayment on the Loans within 30 days of the occurrence of such Deficiency (and, if any Deficiency remains after prepayment of all Loans, cash collateralization of the LC Obligation to the extent required to eliminate the Deficiency); (B) the making of a principal prepayment on the Loans (and, if any Deficiency remains after prepayment of all Loans, cash collateralization of the LC Obligation to the extent required to eliminate the Deficiency) in five equal monthly installments commencing thirty 30 days from the date the Deficiency occurs and continuing on the same day of the next four succeeding months thereafter; or (C) the pledge within ten Business Days of the occurrence of such Deficiency of additional unencumbered Collateral of sufficient value and character (as determined by the Required Lenders in their sole discretion) that when added to the Borrowing Base shall equal the applicable Effective Amount. (ii) Notwithstanding the foregoing paragraph (i), if, as a result of a Disposition in accordance with Section 8.2(f) and/or the termination or modification of any related Derivative Contract(s), a Deficiency shall exist or the Company or any Guarantor shall have incurred any early termination or similar payment Obligation(s) to any Qualifying Derivative Contract Counterparty, the Company shall contemporaneously with such Disposition (A) make, or cause to be made, a principal prepayment on the Loans in an amount equal to the Deficiency and (B) satisfy in full all such Obligation(s) to any affected Qualifying Derivative Contract Counterparty. (iii) Unless the Required Lenders shall otherwise agree, if the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition described in Section 8.2(f), or Recovery Event during the continuance of an Event of Default, the Company shall cause the Loans to be prepaid or the outstanding Letters of Credit cash collateralized (at 102% of their respective face amounts) in an amount equal to the entirety of such Net Cash Proceeds without duplication of any amounts prepaid under Section 2.6(f)(ii).

Mandatory Action. (i) If on any date the Effective Amount shall exceed the Borrowing Base (a “Deficiency”), then the Company shall cure the Deficiency, and except as provided in paragraph (ii) below, may effect such cure through any of the following means or any combination thereof: (A) the making of a lump sum principal prepayment on the Loans within 30 days of the occurrence of such Deficiency (and, if any Deficiency remains after prepayment of all Loans, cash collateralization of the LC Obligation to the extent required to eliminate the Deficiency); (B) the making of a principal prepayment on the Loans (and, if any Deficiency remains after prepayment of all Loans, cash collateralization of the LC Obligation to the extent required to eliminate the Deficiency) in five three equal monthly installments commencing thirty 30 days from the date the Deficiency occurs and continuing on the same day of the next four two succeeding months thereafter; or (C) the pledge within ten Business Days of the occurrence of such Deficiency of additional unencumbered Collateral of sufficient value and character (as determined by the Required Lenders in their sole discretion) that when added to the Borrowing Base shall equal the applicable Effective Amount. (ii) Notwithstanding the foregoing paragraph (i), if, as a result upon any reduction to the Borrowing Base provided for in any of a Disposition in accordance with Section 8.2(f) and/or the termination or modification of any related Derivative Contract(s), if a Deficiency shall exist or the Company or any Guarantor Restricted Subsidiary shall have incurred any early termination or similar payment Obligation(s) to any Qualifying Derivative Contract CounterpartyCounterparty as a result of the Disposition and termination or modification of any related Derivative Contract(s), the Company shall contemporaneously with such Disposition (Ax) make, or cause to be made, a principal prepayment on the Loans in an amount equal to the Deficiency and (By) satisfy in full all such Obligation(s) to any affected Qualifying Derivative Contract Counterparty. (iii) Unless the Required Lenders shall otherwise agree, if the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition described in any of Section 8.2(f), ) or Recovery Event (A) during the continuance of an Event of Default, the Company shall cause the Loans to be prepaid or the outstanding Letters of Credit cash collateralized (at 102105% of their respective face amounts) in an amount equal to the entirety of such Net Cash Proceeds without duplication and (B) if no Event of Default exists or is continuing, and subject to compliance with Section 2.6(f)(ii) and Section 8.9, the Company shall apply such proceeds as and to the extent required by the Second Lien Term Loan Agreement, or in any other manner permitted under Section 7.13. The provisions of this Section 2.6(f)(iii) do not constitute a consent to the consummation of any amounts prepaid under Section 2.6(f)(ii)Disposition not permitted by any of Sections 8.2(f) or otherwise requiring the prior written consent of the Required Lenders.

Mandatory Action. (i) If on any date the Effective Amount shall exceed the Borrowing Base (a “Deficiency”)Deficiency exists, then the Company shall cure such Deficiency immediately by prepaying the DeficiencyLoans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid and except accrued to date of such prepayment and if such excess remains after prepaying the Loans because of any LC Obligations, pay to the Administrative Agent on behalf of the Lenders an amount equal to the excess to be held as provided in paragraph (ii) belowcash collateral; provided, however, that upon any Deficiency caused by a redetermination downward of the Borrowing Base pursuant to Section 2.6, the Company may effect such cure through any of the following means or any combination thereof: (A) the making of a lump sum principal prepayment on the Loans within 30 days of the occurrence of such Deficiency (and, if any Deficiency remains after prepayment of all Loans, cash collateralization of the LC Obligation Obligations to the extent required to eliminate the Deficiency); (B) the making of a principal prepayment on the Loans (and, if any Deficiency remains after prepayment of all Loans, cash collateralization of the LC Obligation Obligations to the extent required to eliminate the Deficiency) in five six equal monthly installments commencing thirty 30 days from the date the Deficiency occurs and continuing on the same day of the next four five succeeding months thereafter; or (C) the pledge within ten 15 Business Days of the occurrence of such Deficiency of additional unencumbered Collateral of sufficient value and character (as determined by the Required Lenders in their sole discretion) that when added to the Borrowing Base shall equal the applicable Effective Amount. (ii) Notwithstanding the foregoing paragraph (i), if, as a result upon any reduction to the Borrowing Base provided for in any of a Disposition in accordance with Section 8.2(f) and/or the termination or modification of any related Derivative Contract(s), if a Deficiency shall exist or the Company or any Guarantor Restricted Subsidiary shall have incurred any early termination or similar payment Obligation(s) to any Qualifying Derivative Contract CounterpartyCounterparty as a result of the Disposition and termination or modification of any related Derivative Contract(s), the Company shall contemporaneously with such Disposition (Ax) make, or cause to be made, a principal prepayment on the Loans in an amount equal to the Deficiency and (By) satisfy in full all such Obligation(s) to any affected Qualifying Derivative Contract Counterparty. (iii) Unless the Required Lenders shall otherwise agree, if the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition described in any of Section 8.2(f), ) or Recovery Event (A) during the continuance of an Event of Default, the Company shall cause the Loans to be prepaid or the outstanding Letters of Credit cash collateralized (at 102105% of their respective face amounts) in an amount equal to the entirety of such Net Cash Proceeds without duplication and (B) except as provided in Section 2.6(f)(ii) and Section 8.9, so long as no Event of Default exists or is continuing, the Company shall apply such proceeds as permitted under Section 7.13. The provisions of this Section 2.6(f)(iii) do not constitute a consent to the consummation of any amounts prepaid under Disposition not permitted by any of Section 2.6(f)(ii)8.2(f) or otherwise requiring the prior written consent of the Required Lenders.

Mandatory Action. (i) If on any date the Effective Amount shall exceed the Borrowing Base (a “"Deficiency”"), then the Company shall cure the Deficiency, and except as provided in paragraph (ii) below, may effect such cure through any of the following means or any combination thereof: (A) the making of a lump sum principal prepayment on the Loans within 30 days of the occurrence of such Deficiency (and, if any Deficiency remains after prepayment of all Loans, cash collateralization of the LC Obligation to the extent required to eliminate the Deficiency); (B) the making of a principal prepayment on the Loans (and, if any Deficiency remains after prepayment of all Loans, cash collateralization of the LC Obligation to the extent required to eliminate the Deficiency) in five three equal monthly installments commencing thirty 30 days from the date the Deficiency occurs and continuing on the same day of the next four two succeeding months thereafter; or (C) the pledge within ten Business Days of the occurrence of such Deficiency of additional unencumbered Collateral of sufficient value and character (as determined by the Required Lenders in their sole discretion) that when added to the Borrowing Base shall equal the applicable Effective Amount. (ii) Notwithstanding the foregoing paragraph (i), if, as a result of a Disposition upon any reduction to the Borrowing Base provided for in accordance with Section 8.2(f) and/or the termination or modification of any related Derivative Contract(s), if a Deficiency shall exist or the Company or any Guarantor Subsidiary shall have incurred any early termination or similar payment Obligation(s) to any Qualifying Derivative Contract CounterpartyCounterparty as a result of the Disposition and termination or modification of any related Derivative Contract(s), the Company shall contemporaneously with such Disposition (Ax) make, or cause to be made, a principal prepayment on the Loans in an amount equal to the Deficiency and (By) satisfy in full all such Obligation(s) to any affected Qualifying Derivative Contract Counterparty. (iii) Unless the Required Lenders shall otherwise agree, if the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition described in Section 8.2(f), ) or Recovery Event (A) during the continuance of an Event of Default, the Company shall cause the Loans to be prepaid or the outstanding Letters of Credit cash collateralized (at 102105% of their respective face amounts) in an amount equal to the entirety of such Net Cash Proceeds without duplication and (B) if no Event of Default exists or is continuing, and subject to compliance with Section 2.6(f)(ii) and Section 8.9, the Company shall apply such proceeds as and to the extent required by the Second Lien Term Loan Agreement, or in any other manner permitted under Section 7.13. The provisions of this Section 2.6(f)(iii) do not constitute a consent to the consummation of any amounts prepaid under Disposition not permitted by Section 2.6(f)(ii)8.2(f) or otherwise requiring the prior written consent of the Required Lenders.

Mandatory Action. (i) If on any date the Effective Amount shall exceed the a Borrowing Base (a “Deficiency”)Deficiency exists, then the Company shall cure such Borrowing Base Deficiency immediately by prepaying the DeficiencyLoans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid and except as provided in paragraph (ii) belowaccrued to date of such prepayment and if any excess remains after prepaying the Loans because of any Letter of Credit Outstandings, Cash Collateralize an amount equal to such excess; provided, however, that upon any Borrowing Base Deficiency caused by a redetermination downward of the Borrowing Base pursuant to Section 2.6, the Company may effect such cure through any of the following means or any combination thereof: (A) the making of a lump sum principal prepayment on the Loans within 30 days of the occurrence of such Borrowing Base Deficiency (and, if any Borrowing Base Deficiency remains after prepayment of all Loans, cash collateralization Cash Collateralizing the Letter of the LC Obligation Credit Outstandings to the extent required to eliminate the Borrowing Base Deficiency); (B) the making of a principal prepayment on the Loans (and, if any Borrowing Base Deficiency remains after prepayment of all Loans, cash collateralization Cash Collateralizing the Letter of the LC Obligation Credit Outstandings to the extent required to eliminate the Borrowing Base Deficiency) in five six substantially equal monthly installments commencing thirty 30 days from the date the Borrowing Base Deficiency occurs and continuing on the same day of the next four five succeeding months thereafter; or (C) the pledge within ten 15 Business Days of the occurrence of such Borrowing Base Deficiency of additional unencumbered Collateral of sufficient value and character (as determined by the Required Lenders in their sole discretion) that when added to the Borrowing Base shall equal the applicable Effective Amount. (ii) Notwithstanding the foregoing paragraph (i), if, as a result of a Disposition upon any reduction to the Borrowing Base provided for in accordance with Section 8.2(f) and/or the termination or modification of any related Derivative Contract(s), if a Borrowing Base Deficiency shall exist or the Company or any Guarantor Restricted Subsidiary shall have incurred any early termination or similar payment Obligation(s) to any Qualifying Derivative Contract CounterpartyCounterparty as a result of the Disposition and termination or modification of any related Derivative Contract(s), the Company shall contemporaneously with such Disposition (Ax) make, or cause to be made, a principal prepayment on the Loans in an amount equal to the Borrowing Base Deficiency and (By) satisfy in full all such Obligation(s) to any affected Qualifying Derivative Contract Counterparty. (iii) Unless the Required Lenders together with the Administrative Agent shall otherwise agree, if the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition described in Section 8.2(f), ) or Recovery Event (A) during the continuance of an Event of Default, the Company shall cause the Loans to be prepaid or the outstanding Letters of Credit cash collateralized Cash Collateralized (at 102105% of their respective face amounts) in an amount equal to the entirety of such Net Cash Proceeds without duplication and (B) except as provided in Section 2.6(f)(ii) and Section 8.9, so long as no Event of Default or Borrowing Base Deficiency exists or is continuing, the Company shall apply such proceeds in accordance with the Second Lien Term Loan Agreement to the extent required thereby. The provisions of this Section 2.6(f)(iii) do not constitute a consent to the consummation of any amounts prepaid under Disposition not permitted by Section 2.6(f)(ii)8.2(f) or otherwise requiring the prior written consent of the Required Lenders and the Administrative Agent.

Mandatory Action. (i) If on any date the Effective Amount shall exceed the Borrowing Base (a “"Deficiency”"), then the Company shall must cure the Deficiency, and except as provided in paragraph (ii) below, may effect such cure through any of the following means or any combination thereof: (A) the making of a lump sum principal prepayment on the Revolving Credit Loans within 30 days of the occurrence of such Deficiency (and, if any Deficiency remains after prepayment of all Revolving Credit Loans, cash collateralization of the LC Obligation to the extent required to eliminate the Deficiency); (B) the making of a principal prepayment on the Revolving Credit Loans (and, if any Deficiency remains after prepayment of all Revolving Credit Loans, cash collateralization of the LC Obligation to the extent required to eliminate the Deficiency) in five three equal monthly installments commencing thirty 30 days from the date the Deficiency occurs and continuing on the same day of the next four two succeeding months thereafter; or (C) the pledge within ten Business Days of the occurrence of such Deficiency of additional unencumbered Collateral of sufficient value and character (as determined by the Required Lenders in their sole discretion) that when added to the Borrowing Base shall equal the applicable Effective Amount. (ii) Notwithstanding the foregoing paragraph (i), ifif upon consummation of the Big Mineral Creek Disposition, as a result of a Disposition after giving effect to the reduction to the Borrowing Base provided for in accordance with Section 2.6(a)(ii), or upon any reduction to the Borrowing Base provided for in Section 8.2(f) and/or the termination or modification of any related Derivative Contract(s), a Deficiency shall exist or the Company or any Guarantor shall have incurred any early termination or similar payment Obligation(s) to any Qualifying Derivative Contract Counterpartyexist, the Company shall contemporaneously with such Disposition (A) disposition make, or cause to be made, a principal prepayment on the Revolving Credit Loans in an amount equal to the Deficiency and (B) satisfy in full all such Obligation(s) to any affected Qualifying Derivative Contract CounterpartyDeficiency. (iii) Unless the Required Lenders shall otherwise agree, if the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition described in Section 8.2(f), or Recovery Event If during the continuance of an any Event of Default, the Company or any Subsidiary becomes entitled to receive proceeds of any insurance maintained with respect to the Collateral, such proceeds shall cause be paid to, or paid over by the Loans Company or such Subsidiary to, the Administrative Agent for application to the Obligations then due and payable in such order as the Administrative Agent may elect or held as cash collateral therefor. At any other time any such proceeds may be prepaid received by the Company or the outstanding Letters relevant Subsidiary, the Company or such Subsidiary shall apply such proceeds in accordance with the terms of Credit cash collateralized the Mortgages or Security Agreement, as applicable. (at 102% of their respective face amountsiv) All mandatory prepayments provided for in an this Section 2.6(f) shall be made together with interest accrued on the principal amount equal to the entirety of such Net Cash Proceeds without duplication of prepaid and any amounts prepaid under amount required by Section 2.6(f)(ii)3.4.

Mandatory Action. (i) If on any date the Effective Amount shall exceed the a Borrowing Base (a “Deficiency”)Deficiency exists, then the Company shall cure such Borrowing Base Deficiency immediately by prepaying the DeficiencyLoans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid and except as provided in paragraph (ii) belowaccrued to date of such prepayment and if any excess remains after prepaying the Loans because of any Letter of Credit Outstandings, Cash Collateralize an amount equal to such excess; provided, however, that upon any Borrowing Base Deficiency caused by a redetermination downward of the Borrowing Base pursuant to Section 2.6, the Company may effect such cure through any of the following means or any combination thereof: (A) the making of a lump sum principal prepayment on the Loans within 30 days of the occurrence of such Borrowing Base Deficiency (and, if any Borrowing Base Deficiency remains after prepayment of all Loans, cash collateralization Cash Collateralizing the Letter of the LC Obligation Credit Outstandings to the extent required to eliminate the Borrowing Base Deficiency); (B) the making of a principal prepayment on the Loans (and, if any Borrowing Base Deficiency remains after prepayment of all Loans, cash collateralization Cash Collateralizing the Letter of the LC Obligation Credit Outstandings to the extent required to eliminate the Borrowing Base Deficiency) in five six substantially equal monthly installments commencing thirty 30 days from the date the Borrowing Base Deficiency occurs and continuing on the same day of the next four five succeeding months thereafter; or (C) the pledge within ten 15 Business Days of the occurrence of such Borrowing Base Deficiency of additional unencumbered Collateral of sufficient value and character (as determined by the Required Lenders in their sole discretion) that when added to the Borrowing Base shall equal the applicable Effective Amount. (ii) Notwithstanding the foregoing paragraph (i), if, as a result of a Disposition upon any reduction to the Borrowing Base provided for in accordance with Section 8.2(f) and/or the termination or modification of any related Derivative Contract(s)otherwise in connection with a Disposition permitted pursuant to this Agreement, if a Borrowing Base Deficiency shall exist or the Company or any Guarantor Restricted Subsidiary shall have incurred any early termination or similar payment Obligation(s) to any Qualifying Derivative Contract CounterpartyCounterparty as a result of the Disposition and termination or modification of any related Derivative Contract(s), the Company shall contemporaneously with such Disposition (Ax) make, or cause to be made, a principal prepayment on the Loans in an amount equal to the Borrowing Base Deficiency and (By) satisfy in full all such Obligation(s) to any affected Qualifying Derivative Contract Counterparty. (iii) Unless the Required Lenders together with the Administrative Agent shall otherwise agree, if the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition described in Section 8.2(f), ) or a Recovery Event during the continuance of an Event of Default, the Company shall cause the Loans to be prepaid or the outstanding Letters of Credit cash collateralized Cash Collateralized (at 102105% of their respective face amounts) in an amount equal to the entirety of such Net Cash Proceeds without duplication Proceeds. The provisions of this Section 2.6(f)(iii) do not constitute a consent to the consummation of any amounts prepaid under Disposition not permitted by Section 2.6(f)(ii8.2(f) or otherwise requiring the prior written consent of the Required Lenders and the Administrative Agent. (iv) The Company shall prepay the Loans within five Business Days after its receipt of any cash proceeds from the Proposed Disposition (as defined in that certain Second Waiver to Credit Agreement, dated as of December 27, 2012, by and among the Company and the Lenders party thereto and acknowledged by the Administrative Agent). (v) The Company shall prepay the Loans immediately upon receipt of any Net Cash Proceeds from the Proposed Disposition (Phase I) and the Proposed Disposition (Phase II) (as such terms are defined in that certain Sixth Amendment and Waiver to Credit Agreement, dated as of October 15, 2014, by and among the Company and the Lenders party thereto and acknowledged by the Administrative Agent (the “Sixth Amendment”)). (vi) The Company shall prepay the Loans immediately upon receipt by the Company or its Subsidiaries of any Net Cash Proceeds after October 15, 2014 from the sale of any assets in excess of $500,000 in the aggregate (other than the permitted disposition of assets pursuant to Sections 8.2(a), 8.2(b), 8.2(c), 8.2(d) or 8.2(e), and other than assets subject to the Proposed Disposition (Phase I) and the Proposed Disposition (Phase II) which are covered by clause (v) above).” (g) Section 2.6 of the Credit Agreement is hereby amended by adding the following paragraph (h) after paragraph (g) therein: