Mandatory Prepayment of Advances. (a) If, after giving effect to any termination or reduction of the Maximum Facility Amount, the Revolving Credit Elected Commitments or the Borrowing Base, as the case may be, pursuant to Section 2.11, the Aggregate Revolving Credit Exposure exceeds the Revolving Credit Aggregate Commitment, then Borrower shall immediately (and in any event on the Business Day of such termination or reduction) prepay, subject to any funding indemnification amounts required by Section 11.1, the principal amount of the Advances to the extent necessary to eliminate such excess. (b) If at any time and for any reason a Borrowing Base Deficiency exists, then Borrower shall comply with Section 4.6. (c) Subject to clauses (e) and (f) below, no later than the second Business Day following receipt by (w) any Credit Party of Net Cash Proceeds from the issuance of any Equity Interests by any Credit Party in an amount in excess of $5,000,00025,000,000 (other than Equity Interests issued (A) under any stock option or employee incentive plans or (B) to a Credit Party), (x) any Credit Party of Net Cash Proceeds of any Debt issuance in excess of $5,000,00025,000,000 under Section 8.1(st), (y) any Credit Party of Net Cash Proceeds of any Senior Notes issuance (other than a Permitted Refinancing that extends, refinances, renews, replaces, repurchases, defeases or refunds outstanding Senior Notes) or (z) any Credit Party of Net Cash Proceeds from the Disposition of Borrowing Base Properties pursuant to Section 8.4(k), Borrower shall prepay the Revolving Credit byuse an amount equal to 100% of such Net Cash Proceeds, but with respect to clauses (w), (x) and (z) above, only to the extent that the Aggregate Credit Exposure exceeds the Revolving Credit Aggregate Commitment; , as follows: MRC Energy Company Credit Agreement 55
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Mandatory Prepayment of Advances. (a) If, after giving effect to If at any termination or reduction of the Maximum Facility Amount, the Revolving Credit Elected Commitments or the Borrowing Base, as the case may be, pursuant to Section 2.11, time and for any reason the Aggregate Revolving Credit Exposure exceeds the Revolving Credit Aggregate Commitment, then the Borrower shall immediately (and in reduce any event pending request for a Revolving Credit Advance on such day by the Business Day amount of such termination or reduction) prepayexcess and, subject to any funding indemnification amounts required by Section 11.1, the principal amount of the Advances to the extent necessary any excess remains thereafter as a result of the funding of such Revolving Credit Advance, the Borrower shall prepay any Revolving Credit Advances and Swing Line Advances in an amount equal to eliminate the lesser of the outstanding amount of such Advances and the amount of such remaining excess, with such amounts to be applied between the Revolving Credit Advances and Swing Line Advances as determined by Administrative Agent and then, to the extent that any excess remains after payment in full of all Revolving Credit Advances and Swing Line Advances, to provide cash collateral in support of any Letter of Credit Obligations in an amount equal to the lesser of (x) 100% of the amount of such Letter of Credit Obligations and (y) the amount of such remaining excess, with such cash collateral to be provided on the basis set forth in Section 9.2. Borrower acknowledges that, in connection with any prepayment required under this Section 2.10(a), it shall also be responsible for the reimbursement of any prepayment or other costs required under Section 11.1. Any payments made pursuant to this Section shall be applied first to outstanding Base Rate Advances under the Revolving Credit, next to Swing Line Advances carried at the Base Rate and then to Eurodollar-based Advances of the Revolving Credit, and then to Swing Line Advances carried at the Quoted Rate.
(b) If at any time and for any reason a Borrowing Base Deficiency exists, then Borrower shall comply with Section 4.6.
(c) Prior to the Borrowing Base Equalization Date,
(i) Subject to clauses (e) and (f) below, no later than the second Business Day following receipt by (wx) any Credit Party of Net Cash Proceeds from the issuance of any Equity Interests by any Credit Party in an amount in excess of $5,000,00025,000,000 (other than Equity Interests issued (A) under any stock option or employee incentive plans or (B) to a Credit Party), ) (xy) the Parent of Net Cash Proceeds from the issuance of any Equity Interests of the Parent in an IPO or (z) any Credit Party of Net Cash Proceeds of any Debt issuance in excess of $5,000,00025,000,000 2,500,000 under Section 8.1(st), (y) any Credit Party of Net Cash Proceeds of any Senior Notes issuance (other than a Permitted Refinancing that extends, refinances, renews, replaces, repurchases, defeases or refunds outstanding Senior Notes) or (z) any Credit Party of Net Cash Proceeds from the Disposition of Borrowing Base Properties pursuant to Section 8.4(k8.1(r), Borrower shall prepay the Revolving Credit byuse by an amount equal to 100% of such Net Cash Proceeds, but with respect to clauses (w), (x) and (z) above, only to the extent that the Aggregate Credit Exposure exceeds the Conforming Borrowing Base.
(d) On the Borrowing Base Equalization Date, the Borrower shall prepay the Revolving Credit by the amounts required by Section 2.10(c) above but such obligation to prepay shall be limited to the amount by which the Aggregate Credit Exposure exceeds the Revolving Credit Aggregate CommitmentCommitment on such date.
(e) Subject to Section 10.2, any prepayment required pursuant to this Section 2.10 or Section 8.4(k) shall be applied first to outstanding Base Rate Advances under the Revolving Credit, next to Swing Line Advances carried at the Base Rate, next to Eurodollar-based Advances under the Revolving Credit, and then to Swing Line Advances carried at the Quoted Rate. If any amounts remain thereafter, a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Administrative Agent as cash collateral for the Reimbursement Obligations, with any additional prepayment monies being applied to any Fees, costs or expenses due and outstanding under this Agreement, and with the remainder of such prepayment thereafter being returned to Borrower.
(f) To the extent that, on the date any mandatory prepayment of the Revolving Credit Advances under this Section 2.10 or payment pursuant to the terms of any of the Loan Documents is due, the Advances under the Revolving Credit to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate or the Quoted Rate and no Default or Event of Default has occurred and is continuing, Borrower may, at Borrower’s election, deposit the amount of such mandatory prepayment in a cash collateral account to be held by Administrative Agent, for and on behalf of the Revolving Credit Lenders, on such terms and conditions as are reasonably acceptable to Administrative Agent and upon such deposit the obligation of Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Revolving Credit on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances or the last day of each Interest Period applicable to the Swing Line Advances carried at the Quoted Rate, thereby avoiding breakage costs under Section 11.1; provided, as follows: MRC Energy Company Credit Agreement 55however, that if a Default or Event of Default shall have occurred at any time while sums are on deposit in the cash collateral account, Administrative Agent may, in its sole discretion, elect to apply such sums to reduce the principal balance of such Eurodollar-based Advances and Swing Line Advances carried at the Quoted Rate prior to the last day of the applicable Eurodollar-Interest Period or Interest Period applicable to such Swing Line Advances, and Borrower will be obligated to pay any resulting breakage costs under Section 11.1.
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Mandatory Prepayment of Advances. (a) If, after giving effect to any termination or reduction of the Maximum Facility Amount, the Revolving Credit Elected Commitments or the Borrowing Base, as the case may be, pursuant to Section 2.11, the Aggregate Revolving Credit Exposure exceeds the Revolving Credit Aggregate Commitment, then Borrower shall immediately (and in any event on the Business Day of such termination or reduction) prepay, subject to any funding indemnification amounts required by Section 11.1, the principal amount of the Advances to the extent necessary to eliminate such excess.
(b) If at any time and for any reason a Borrowing Base Deficiency exists, then Borrower shall comply with Section 4.6.. MRC Energy Company Credit Agreement 54
(c) Subject to clauses (e) and (f) below, no later than the second Business Day following receipt by (w) any Credit Party of Net Cash Proceeds from the issuance of any Equity Interests by any Credit Party in an amount in excess of $5,000,00025,000,000 25,000,000 (other than Equity Interests issued (A) under any stock option or employee incentive plans or (B) to a Credit Party), (x) any Credit Party of Net Cash Proceeds of any Debt issuance in excess of $5,000,00025,000,000 25,000,000 under Section 8.1(st8.1(t), (y) any Credit Party of Net Cash Proceeds of any Senior Notes issuance (other than a Permitted Refinancing that extends, refinances, renews, replaces, repurchases, defeases or refunds outstanding Senior Notes) or (z) any Credit Party of Net Cash Proceeds from the Disposition of Borrowing Base Properties pursuant to Section 8.4(k), Borrower shall prepay the Revolving Credit byuse use an amount equal to 100% of such Net Cash Proceeds, but with respect to clauses (w), (x) and (z) above, only to the extent that the Aggregate Credit Exposure exceeds the Revolving Credit Aggregate Commitment; , as follows: :
(I) if no Term Loans are then outstanding, (1) to prepay the Revolving Credit Borrowings in an aggregate amount equal to the required prepayment amount, and (2) to the extent that any of such Net Cash Proceeds remain after such prepayment of the Revolving Credit Borrowings then outstanding, a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Administrative Agent as cash collateral for the Reimbursement Obligations; and
(II) subject to clause (III) below, if there are any Term Loans and any Revolving Credit Borrowings and/or Reimbursement Obligations then outstanding, then, at the Borrower’s election, either:
(A) (1) to prepay Revolving Credit Borrowings in an aggregate amount equal to the required prepayment amount, (2) to the extent that any of such Net Cash Proceeds remain after such prepayment of the Revolving Credit Borrowings then outstanding, to prepay the Term Loans then outstanding in an aggregate amount equal to the required prepayment amount, and (3) to the extent any of such Net Cash Proceeds remain after such prepayment of the Revolving Credit Borrowings and Term Loans then outstanding, a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Administrative Agent as cash collateral for the Reimbursement Obligations, or
(B) (1) to prepay the Revolving Credit Borrowings 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 required prepayment amount, and (2) to the extent that any of such Net Cash Proceeds remain after such prepayment of the Revolving Credit Borrowings and Term Loans then outstanding, a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Administrative Agent as cash collateral for the Reimbursement Obligations; or MRC Energy Company Credit Agreement 55
(III) with respect to the receipt of Net Cash Proceeds described in clause (y) above in an aggregate amount of up to $500,000,000 after the consummation of the Sixth Amendment Transactions, if there are any Term Loans and any Revolving Credit Borrowings and/or Reimbursement Obligations then outstanding, then, (1) to prepay Revolving Credit Borrowings (or to cash collateralize the Reimbursement Obligations with respect to the undrawn amount of any outstanding Letters of Credit) in an aggregate amount equal to $250,000,000, (2) to the extent that any of such Net Cash Proceeds remain after such prepayment of the Revolving Credit Borrowings then outstanding, to prepay the Term Loans then outstanding in an aggregate amount equal to the required prepayment amount, (3) to the extent that any of such Net Cash Proceeds remain after such prepayment of the Term Loans then outstanding, to prepay Revolving Credit Borrowings in an aggregate amount equal to the required prepayment amount, and (4) to the extent any of such Net Cash Proceeds remain after such prepayment of the Revolving Credit Borrowings and Term Loans then outstanding, a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Administrative Agent as cash collateral for the Reimbursement Obligations; provided that, for purposes of clause (z) above and so long as such Disposition of Borrowing Base Properties did not result in an automatic reduction of the Borrowing Base pursuant to Section 8.4(k), Borrower shall not be required to prepay the Facilities in accordance with clause (z) until the fair market value of all Borrowing Base Properties Disposed of (whether pursuant to a Disposition of Equity Interests of any Restricted Subsidiary owning Borrowing Base Properties or otherwise) since the most recent scheduled redetermination of the Borrowing Base is greater than or equal to $25,000,000 in the aggregate.
(d) [Reserved].
(e) Subject to Section 10.2, any prepayment required pursuant to this Section 2.10 shall be applied first to outstanding ABR Advances and then to SOFR Advances at the discretion of Borrower. If any amounts remain thereafter, subject to Sections 2.10(c) and 2.10(d), a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Administrative Agent as cash collateral for the Reimbursement Obligations, with any additional prepayment monies being applied to any Fees, costs or expenses due and outstanding under this Agreement, and with the remainder of such prepayment thereafter being returned to Borrower.
(f) To the extent that, on the date any mandatory prepayment of the Advances under this Section 2.10 or payment pursuant to the terms of any of the Loan Documents is due, the Advances to be prepaid is being carried, in whole or in part, at the Adjusted Term SOFR Rate and no Default or Event of Default has occurred and is continuing, Borrower may, at Borrower’s election, deposit the amount of such mandatory prepayment in a non-interest bearing cash collateral account to be held by Administrative Agent, for and on behalf of the applicable Lenders, on such terms and conditions as are reasonably acceptable to Administrative Agent and upon such deposit the obligation of Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Revolving Credit and the Term Loans, as applicable, on the last day of each Interest Period attributable to the SOFR Advances, thereby avoiding breakage costs under Section 11.1; provided, however, that if a Default or Event of Default shall have occurred at any time while sums are on deposit in the cash collateral account, Administrative Agent may, in its sole discretion, elect to apply such sums to reduce the principal balance of such SOFR Advances prior to the last day of the applicable Interest Period, and Borrower will be obligated to pay any resulting breakage costs under Section 11.1. MRC Energy Company Credit Agreement 56
(g) Except as otherwise provided in this Section 2.10, Borrower may repay Revolving Credit Advances under this Section 2.10 without having to ratably repay Term Loans and, subject to Section 2.10(h), may repay Term Loans without having to ratably repay Revolving Credit Advances; provided that any prepayments of Revolving Credit Advances must be repaid ratably among Revolving Credit Lenders and any prepayments of Term Loans must be repaid ratably among the Term Lenders.
(h) Notwithstanding anything to the contrary contained in this Section 2.10, Borrower may not, and shall not be required to, prepay any Term Loans under this Section 2.10 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 2.10(h)) shall instead be applied as prepayments of Revolving Advances.
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Mandatory Prepayment of Advances. (a) If, after giving effect to any termination or reduction of Prepay the Maximum Facility Amount, the Revolving Credit Elected Commitments or the Borrowing Base, as the case may be, pursuant to Section 2.11, the Aggregate Revolving Credit Exposure exceeds the Revolving Credit Aggregate Commitment, then Borrower shall immediately (and Indebtedness in any event on the Business Day of such termination or reduction) prepay, subject to any funding indemnification amounts required by Section 11.1, the principal amount of the Advances to the extent necessary to eliminate such excess.
(b) If at any time and for any reason a Borrowing Base Deficiency exists, then Borrower shall comply accordance with Section 4.6.
(c) Subject to clauses (e) and (f) belowbelow in an amount equal to the lesser of (i) the Applicable Recapture Percentage of Excess Cash Flow for each Fiscal Year and (ii) $850,000, no later than such prepayments to be payable in respect of each Fiscal Year beginning with the second Business Day Fiscal Year ending January 31, 2011, and each Fiscal Year thereafter, and to be due on June 15 of the following Fiscal Year.
(b) Immediately upon receipt by any Credit Party of any Net Cash Proceeds in excess of $250,000 from any Asset Sales which are not Reinvested as described in the following sentence, prepay the Indebtedness in accordance with clauses (we) and (f) below by an amount equal to one hundred percent (100%) of such Net Cash Proceeds provided, however that Borrowers shall not be obligated to make any repayments with such Net Cash Proceeds if the following conditions are satisfied: (i) promptly following the sale, Borrowers provide to Agent a certificate executed by a Responsible Officer of the Borrowers(“Reinvestment Certificate”) stating (x) that the sale has occurred, (y) that no Default or Event of Default has occurred and is continuing either as of the date of the sale or as of the date of the Reinvestment Certificate, and (z) a description of the planned Reinvestment of the proceeds thereof, (ii) the Reinvestment of such Net Cash Proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default has occurred and is continuing at the time of the sale and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Indebtedness in accordance with clauses (e) and (f) hereof.
(c) Immediately upon receipt by any Credit Party of Net Cash Proceeds from the issuance of any Equity Interests by any Credit Party in an amount in excess of $5,000,00025,000,000 such Person (other than Equity Interests issued (A) under any stock option or employee incentive plans listed on Schedule 7.12 hereto, or (B) to a Credit Party)any successor plans, (x) any Credit Party of Net Cash Proceeds of any Debt issuance in excess of $5,000,00025,000,000 under Section 8.1(st), (y) any Credit Party of Net Cash Proceeds of any Senior Notes issuance (and other than such proceeds used to consummate a Permitted Refinancing that extends, refinances, renews, replaces, repurchases, defeases or refunds outstanding Senior NotesAcquisition as provided below) or (z) any Credit Party of Net Cash Proceeds from the Disposition issuance of Borrowing Base Properties pursuant to Section 8.4(k)any Subordinated Debt after the Effective Date, Borrower shall prepay the Revolving Credit byuse Indebtedness in accordance with clauses (e) and (f) below by an amount equal to one hundred percent (100% %) of such Net Cash Proceeds; provided, however, that Borrowers shall not be obligated to make any repayments with such Net Cash Proceeds from the issuance of Equity Interests if the following conditions are satisfied: (i) promptly following the receipt of such Net Cash Proceeds, but with respect Borrowers provide to clauses (w), Agent a Reinvestment Certificate stating (x) that such Net Cash Proceeds have been received (y) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, and (z) abovethat such Net Cash Proceeds may be Reinvested in a transaction which, only if consummated, would constitute a Permitted Acquisition and, if available, a description of the planned Reinvestment of such Net Cash Proceeds), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such Net Cash Proceeds from the extent issuance of Equity Interests have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Indebtedness in accordance with clauses (e) and (f) hereof.
(d) Immediately upon receipt by any Credit Party of any Insurance Proceeds or Condemnation Proceeds, prepay the Indebtedness in accordance with clauses (e) and (f) below by an amount equal to one hundred percent (100%) of such Insurance Proceeds or Condemnation Proceeds, as the case may be; provided, however, that Borrowers shall not be obligated to make any repayments with such Net Cash Proceeds if the Aggregate following conditions are satisfied: (i) promptly following the receipt of such Insurance Proceeds or Condemnation Proceeds, as the case may be, Borrowers provide to Agent a Reinvestment Certificate stating (x) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of the Reinvestment Certificate, (y) that such Insurance Proceeds or Condemnation Proceeds have been received, and (z) a description of the planned Reinvestment of such Insurance Proceeds or Condemnation Proceeds, as the case may be), (ii) the Reinvestment of such proceeds is completed within the Reinvestment Period, and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the receipt of such proceeds and at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the Reinvestment Period, Borrowers shall promptly pay such proceeds to Agent, to be applied to repay the Indebtedness in accordance with clauses (e) and (f) hereof.
(e) Each mandatory prepayment required to be made under this Section 8.17, and any other mandatory or optional prepayment under this Agreement shall be in addition to any scheduled installments or optional prepayments made prior thereto and shall be subject to Section 12.1. Any mandatory prepayments pursuant to:
(i) Section 8.17(a) shall be applied
(A) first, to repay outstanding Term Loan Advances, next to pay Acquisition Credit Exposure exceeds Advances used to fund Permitted Acquisitions, and next to pay Acquisition Credit Advances used to fund the acquisition of equipment, in each case to reduce installments of principal in respect of such Advances in the inverse order of their maturities,
(B) second, to repay outstanding Swing Line Advances and Revolving Credit Advances in such order and manner as determined by Agent without resulting in a permanent reduction in the Revolving Credit Aggregate Agreement Commitment, and
(C) third, ratably to repay any other Indebtedness; or
(ii) Sections 8.17(b), (c) and (d) shall be applied in the same order and manner as follows: MRC Energy Company set forth in clause (i) of this Section 18.7(e), except with respect to Asset Sale proceeds, Insurance Proceeds or Condemnation Proceeds, which, if relating to equipment purchased with Acquisition Credit Agreement 55Advances, shall be applied first to repay the related Advance(s) and then as otherwise set forth herein;
(f) To the extent that, on the date any mandatory prepayment of any Indebtedness under this Section 8.17 is due, any Indebtedness to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, Borrowers may deposit the amount of such mandatory prepayment in a cash collateral account to be held by the Agent, for and on behalf of the Lenders (which shall be an interest-bearing account), on such terms and conditions as are reasonably acceptable to Agent and upon such deposit, the obligation of each Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Indebtedness required to be paid on the last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances, thereby avoiding breakage costs under Section 12.1.
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Samples: Credit Agreement (National Technical Systems Inc /Ca/)
Mandatory Prepayment of Advances. (a) If, after giving effect to any termination or reduction of the Maximum Facility Amount, the Revolving Credit Elected Commitments Amount or the Borrowing Base, as the case may be, pursuant to Section 2.11, 2.11 the Aggregate Revolving Credit Exposure exceeds the Revolving Credit Aggregate Commitment, then Borrower shall immediately (and in any event on the Business Day of such termination or reduction) prepay, subject to any funding indemnification amounts required by Section 11.1, the principal amount of the Advances to the extent necessary to eliminate such excess.. MRC Energy Company Credit Agreement
(b) If at any time and for any reason a Borrowing Base Deficiency exists, then Borrower shall comply with Section 4.6.
(c) Subject to clauses (e) and (f) below, no later than the second Business Day following receipt by (wx) any Credit Party of Net Cash Proceeds from the issuance of any Equity Interests by any Credit Party in an amount in excess of $5,000,00025,000,000 5,000,000 (other than Equity Interests issued (A) under any stock option or employee incentive plans or (B) to a Credit Party), (xy) any Credit Party of Net Cash Proceeds of any Debt issuance in excess of $5,000,00025,000,000 5,000,000 under Section 8.1(st8.1(r), (y) any Credit Party of Net Cash Proceeds of any Senior Notes issuance (other than a Permitted Refinancing that extends, refinances, renews, replaces, repurchases, defeases or refunds outstanding Senior Notes) or (z) any Credit Party of Net Cash Proceeds from the Disposition of Borrowing Base Properties pursuant to Section 8.4(k), Borrower shall prepay the Revolving Credit byuse by an amount equal to 100% of such Net Cash Proceeds, but with respect to clauses (w), (x) and (z) above, only to the extent that the Aggregate Credit Exposure exceeds (1) at any time prior to the Borrowing Base Equalization Date, the Conforming Borrowing Base and (2) at any time from and after the Borrowing Base Equalization Date, the Revolving Credit Aggregate Commitment; provided that, for purposes of clause (z) and so long as such Disposition of Borrowing Base Properties did not result in an automatic reduction of the Borrowing Base and Conforming Borrowing Base, as follows: applicable, pursuant to Section 8.4(k), Borrower shall not be required to prepay the Revolving Credit in accordance with clause (z) until the fair market value of all Borrowing Base Properties Disposed of (whether pursuant to a Disposition of Equity Interests of any Restricted Subsidiary owning Borrowing Base Properties or otherwise) since the most recent scheduled redetermination of the Borrowing Base is greater than or equal to $5,000,000 in the aggregate.
(d) [Intentionally Omitted].
(e) Subject to Section 10.2, any prepayment required pursuant to this Section 2.10 shall be applied first to outstanding Base Rate Advances under the Revolving Credit and then to Eurodollar-based Advances under the Revolving Credit at the discretion of Borrower. If any amounts remain thereafter, a portion of such prepayment equivalent to the undrawn amount of any outstanding Letters of Credit shall be held by Administrative Agent as cash collateral for the Reimbursement Obligations, with any additional prepayment monies being applied to any Fees, costs or expenses due and outstanding under this Agreement, and with the remainder of such prepayment thereafter being returned to Borrower.
(f) To the extent that, on the date any mandatory prepayment of the Revolving Credit Advances under this Section 2.10 or payment pursuant to the terms of any of the Loan Documents is due, the Advances under the Revolving Credit to be prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and no Default or Event of Default has occurred and is continuing, Borrower may, at Borrower’s election, deposit the amount of such mandatory prepayment in a non-interest bearing cash collateral account to be held by Administrative Agent, for and on behalf of the Revolving Credit Lenders, on such terms and conditions as are reasonably acceptable to Administrative Agent and upon such deposit the obligation of Borrower to make such mandatory prepayment shall be deemed satisfied. Subject to the terms and conditions of said cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Revolving Credit on the MRC Energy Company Credit Agreement 55last day of each Eurodollar-Interest Period attributable to the Eurodollar-based Advances, thereby avoiding breakage costs under Section 11.1; provided, however, that if a Default or Event of Default shall have occurred at any time while sums are on deposit in the cash collateral account, Administrative Agent may, in its sole discretion, elect to apply such sums to reduce the principal balance of such Eurodollar-based Advances prior to the last day of the applicable Eurodollar-Interest Period, and Borrower will be obligated to pay any resulting breakage costs under Section 11.1.
Appears in 1 contract
