Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative Agent, provide additional security satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency, (iii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five (5) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency. (b) Upon any redetermination or adjustment to the Borrowing Base as a result of a Disposition of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent. (c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base. (d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency. (e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess. (f) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest to the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16.
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Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (dSection 2.12(b) and (e) of this Section 2.112.12(c), in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentLenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th thirtieth (30th) day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or Deficiency. Amounts applied to pay the Loans pursuant to this Section 2.12(a) shall be applied ratably to pay the then outstanding Loans (iv) exercise any combination both Revolving Loans and Term Loans). With respect to the portion of options (i)such payments applied to pay the Revolving Loans, (iisuch payments shall be applied to the Revolving Borrowings in the order specified in Section 2.12(e) and (iii) above with respect to eliminate the portion of such Borrowing Base Deficiencypayments applied to pay the Term Loans, such payments shall be applied to the Term Loan Borrowings in the order specified in Section 2.12(f).
(b) Upon If the Borrower or any redetermination or adjustment to the Borrowing Base as a result of a Disposition Restricted Subsidiary Disposes of any Borrowing Base Properties at any time (including whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary) Subsidiary permitted pursuant to Section 7.04(j)7.03 or otherwise) or a Borrowing Base Deficiency occurs as a result of any other event described in Section 3.06, the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Revolving Borrowings, to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it exist or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and Disposition or other event described in any event by the later of Section 3.06 on or within two (A) the date that is one (12) Business Day after Days of the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification Disposition or any other event described in Section 3.06; provided, that with respect to any such Disposition of Borrowing Base Properties at any time after the Asset Sale Termination Date, any Net Cash Proceeds from any Disposition received by Borrower or any Restricted Subsidiary in excess of the amount necessary to eliminate any such Borrowing Base Deficiency may be used within three hundred sixty (360) days after such Disposition to (i) acquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the properties Disposed of or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries or (Bii) prepay the Loans in accordance with the instructions of the Borrower (unless an Event of Default exists in which event any amounts prepaid shall be applied to the Loans in accordance with Section 2.19(b)).
(c) If, after giving effect to any termination or reduction of the Revolving Commitment pursuant to Section 2.02(b), the Aggregate Credit Exposure exceeds the Borrowing Base, then the Borrower shall immediately (and in any event on the Business Day of such termination or reduction) (i) prepay the Revolving Borrowings on the date of such redetermination termination or adjustment reduction in an aggregate principal amount equal to such excess, and (ii) if any excess remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, pay to the Borrowing BaseAdministrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.07(j).
(d) In the event and on each occasion that any Borrowing Base Deficiency occurs as a result Net Cash Proceeds are received by or on behalf of a reduction any Credit Party in respect of the Borrowing Base incurrence of any Indebtedness after the Effective Date in connection with any Permitted Refinancing of the Term Loans outstanding on the Effective Date (the “Initial Term Loans”) pursuant to Section 3.05 upon an issuance of Senior Notes2.03 or otherwise, the Borrower shall prepay the Loans (and cash collateralize any portion of shall, immediately after such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds are received as a result of by any Credit Party, apply such amounts to prepay the issuance of such Senior Notes within one Business Day after receipt Initial Term Loans in an aggregate amount equal to 100% of such Net Cash Proceeds to the extent necessary to eliminate until such Borrowing Base DeficiencyInitial Terms Loans are paid in full.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the prepayment of Borrowings pursuant to this Section 2.12(b) and 2.12(c) shall be first applied ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, second, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto and in the event all Revolving Borrowings are paid in full, any remaining amounts shall be applied to prepayment of Term Loan Borrowings in the order specified in Section 2.12(f). Any prepayments pursuant to this Section shall be without penalty or premium but otherwise accompanied by accrued interest to the extent required by Section 2.14 and any funding indemnification amounts required by Section 2.17. Amounts applied to the payment of Revolving Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement.
(f) Amounts applied to the prepayment of Borrowings pursuant to Section 2.12(d) shall be first applied ratably to ABR Term Loan Borrowings then outstanding and, upon payment in full of all outstanding ABR Term Loan Borrowings, second, to Eurodollar Term Loan Borrowings then outstanding, and if more than one Eurodollar Term Loan Borrowing is then outstanding, to each such Eurodollar Term Loan Borrowing beginning with the Eurodollar Term Loan Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Term Loan Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be without penalty or premium but otherwise accompanied by accrued interest to the extent required by Section 2.13 2.14 and any funding indemnification amounts required by Section 2.162.17. Amounts applied to the payment of Term Loan Borrowings pursuant to this Section may not be reborrowed.
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Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative Agent, provide additional security satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five (5) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon any redetermination or adjustment to the Borrowing Base as a result of a Disposition of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates receives the Net Cash Proceeds from such Disposition, and or (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base, apply all of the Net Cash Proceeds received from such Hedge Modification to prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In If, after giving effect to any termination or reduction of the event that Maximum Facility Amount and any corresponding termination or reduction of the Aggregate Commitment pursuant to Section 2.02, the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such timeAggregate Commitment, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest to the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16.
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Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (dSection 2.12(b) and (e) of this Section 2.112.12(c), in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentLenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th thirtieth (30th) day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination or adjustment to the Borrowing Base as a result of a Disposition Restricted Subsidiary Disposes of any Borrowing Base Properties at any time (including whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary) Subsidiary permitted pursuant to Section 7.04(j)7.03 or otherwise) or a Borrowing Base Deficiency occurs as a result of any other event described in Section 3.06, the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Revolving Borrowings, to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it exist or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and Disposition or other event described in any event by the later of Section 3.06 on or within two (A) the date that is one (12) Business Day after Days of the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification Disposition or any other event described in Section 3.06; provided, that with respect to any such Disposition of Borrowing Base Properties at any time after the Asset Sale Termination Date, any Net Cash Proceeds from any Disposition received by Borrower or any Restricted Subsidiary in excess of the amount necessary to eliminate any such Borrowing Base Deficiency may be used within three hundred sixty (360) days after such Disposition to (i) acquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the properties Disposed of or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries or (Bii) prepay the Loans in accordance with the instructions of the Borrower (unless an Event of Default exists in which event any amounts prepaid shall be applied to the Loans at the discretion of the Administrative Agent).
(c) If, after giving effect to any termination or reduction of the Revolving Commitment pursuant to Section 2.02(b), the Aggregate Credit Exposure exceeds the Borrowing Base, then the Borrower shall immediately (and in any event on the Business Day of such termination or reduction) (i) prepay the Revolving Borrowings on the date of such redetermination termination or adjustment reduction in an aggregate principal amount equal to such excess, and (ii) if any excess remains after prepaying all of the Revolving Borrowings as a result of an LC Exposure, pay to the Borrowing BaseAdministrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.07(j).
(d) In the event and on each occasion that any Borrowing Base Deficiency occurs as a result Net Cash Proceeds are received by or on behalf of a reduction any Credit Party in respect of the Borrowing Base incurrence of any Indebtedness after the Effective Date in connection with any Permitted Refinancing of the Term Loans outstanding on the Effective Date (the “Initial Term Loans”) pursuant to Section 3.05 upon an issuance of Senior Notes2.03 or otherwise, the Borrower shall prepay the Loans (and cash collateralize any portion of shall, immediately after such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds are received as a result of by any Credit Party, apply such amounts to prepay the issuance of such Senior Notes within one Business Day after receipt Initial Term Loans in an aggregate amount equal to 100% of such Net Cash Proceeds to the extent necessary to eliminate until such Borrowing Base DeficiencyInitial Terms Loans are paid in full.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the prepayment of Borrowings pursuant to this Section 2.12(a) 2.12(b) and 2.12(c) shall be first applied ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, second, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto and in the event all Revolving Borrowings are paid in full, any remaining amounts shall be applied to prepayment of Term Loan Borrowings in the order specified in Section 2.12(f). Any prepayments pursuant to this Section shall be without penalty or premium but otherwise accompanied by accrued interest to the extent required by Section 2.14 and any funding indemnification amounts required by Section 2.17. Amounts applied to the payment of Revolving Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement.
(f) Amounts applied to the prepayment of Borrowings pursuant to Section 2.12(d) shall be first applied ratably to ABR Term Loan Borrowings then outstanding and, upon payment in full of all outstanding ABR Term Loan Borrowings, second, to Eurodollar Term Loan Borrowings then outstanding, and if more than one Eurodollar Term Loan Borrowing is then outstanding, to each such Eurodollar Term Loan Borrowing beginning with the Eurodollar Term Loan Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Term Loan Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be without penalty or premium but otherwise accompanied by accrued interest to the extent required by Section 2.13 2.14 and any funding indemnification amounts required by Section 2.162.17. Amounts applied to the payment of Term Loan Borrowings pursuant to this Section may not be reborrowed.
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Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.12(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentLenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th thirtieth (30th) day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties at any time (including whether pursuant to a Disposition sale, transfer, or other disposition of Equity Interests of a Restricted Subsidiary) Subsidiary permitted pursuant to Section 7.04(j7.03 or otherwise), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Borrowings to the extent necessary to eliminate any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Disposition sale, transfer or other disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification sale, transfer or other disposition and any Net Cash Proceeds in excess of the amount necessary to eliminate any such Borrowing Base Deficiency shall be used within three hundred sixty (360) days after such disposition to (i) acquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the properties sold or otherwise disposed of or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries or (Bii) prepay the date Loans in accordance with the instructions of such redetermination or adjustment the Borrower (unless an Event of Default exists in which event any amounts prepaid shall be applied to the Borrowing BaseLoans at the discretion of the Administrative Agent).
(dc) In the event any a Borrowing Base Deficiency occurs as a result of a the consummation of the Marcellus Joint Venture and the reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes3.05, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance consummation of such Senior Notes within one the Marcellus Joint Venture on the Business Day after receipt of on which it receives such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(ed) In the event that the Aggregate Credit Exposure exceeds the lesser of (i) the Maximum Facility Amount and or (ii) the sum Aggregate Commitment at any time other than, with respect to this clause (ii), as a result of the Commitments occurrence of all the Lenders at such timea Borrowing Base Deficiency, the Borrower shall immediately prepay, without penalty or premium but otherwise subject to any funding indemnification amounts required by Section 2.162.17, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(fe) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be without penalty or premium but otherwise accompanied by accrued interest to the extent required by Section 2.13 2.14 and any funding indemnification amounts required by Section 2.162.17. Amounts applied to the payment of Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement.
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Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.12(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th thirtieth (30th) day after the Borrower’s receipt of notice of such Borrowing Base Deficiency Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or (iv) exercise any combination penalty, immediately prepay the principal amount of options (i), (ii) and (iii) above the Loans in an amount sufficient to eliminate such Borrowing Base Deficiencyexcess.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j)at any time, the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Revolving Borrowings to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it exist or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptlysale, and in any event by the later of (A) the date that is one (1) Business Day after transfer or other disposition on the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification sale, transfer or (B) other disposition and any Net Cash Proceeds in excess of the date of such redetermination or adjustment amount necessary to the Borrowing Base.
(d) In the event eliminate any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable shall be used within one hundred eighty (180) days after such disposition (i) to LC Exposureacquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the properties sold or otherwise disposed of or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries or (ii) prepay the Loans in accordance with the Net Cash Proceeds received as a result instructions of the issuance Borrower (unless an Event of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds Default exists in which event any amounts prepaid shall be applied to the extent necessary to eliminate such Borrowing Base DeficiencyLoans at the discretion of the Administrative Agent).
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(fc) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied to Swingline Borrowings then outstanding and upon payment in full of all outstanding Swingline Borrowings, second, ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, secondthird, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.17 but without penalty or premium. Amounts applied to the payment of Revolving Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement.
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Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.12(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or (iv) exercise any combination penalty, immediately prepay the principal amount of options (i), (ii) and (iii) above the Loans in an amount sufficient to eliminate such Borrowing Base Deficiencyexcess.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable exists or would exist after giving effect to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it sale, transfer or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j)disposition, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Borrowings in an amount equal to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of Net Cash Proceeds received from such Hedge Modification promptlysale, and in any event by the later of (A) the date that is one (1) Business Day after transfer or other disposition on the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds Proceeds; provided, however that amounts applied to the extent necessary payment of Borrowings pursuant to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, this Section may be reborrowed subject to any funding indemnification amounts required by Section 2.16, and in accordance with the principal amount terms of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied applied, ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.17 but without penalty or premium.
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Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.10(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either notify the Administrative Agent which of the following actions it will take to eliminate such Borrowing Base Deficiency and within sixty (i60) days after such notice from the Administrative Agent (a) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (iib) prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency, (iii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five (5) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (ivc) exercise any by a combination of options (i), (ii) such additional security and (iii) above to such prepayment eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable exists or would exist after giving effect to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it sale, transfer or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j)disposition, the Borrower shall prepay the Loans (and cash collateralize any portion of Borrowings in an amount equal to such Borrowing Base Deficiency attributable to LC Exposure) to using the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of Net Cash Proceeds received from such Hedge Modification promptlysale, and in any event by the later of (A) the date that is one (1) Business Day after transfer or other disposition on the date it or any Restricted Subsidiary receives the such Net Cash Proceeds from such Hedge Modification or (B) Proceeds; provided, however if the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion amount of such Borrowing Base Deficiency attributable to LC Exposure) with the is greater than such Net Cash Proceeds received as a result of the issuance of Proceeds, such Senior Notes within one Business Day after receipt prepayment shall be in an amount equal to 100% of such Net Cash Proceeds Proceeds; provided further, however, that amounts applied to the extent necessary payment of Borrowings pursuant to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, this Section may be reborrowed subject to any funding indemnification amounts required by Section 2.16, and in accordance with the principal amount terms of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.15 but without penalty or premium.
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Samples: Credit Agreement (Gasco Energy Inc)
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.11(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty ten (3010) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either notify the Administrative Agent that the Borrower intends to take one or more of the following actions: (i) to provide the Lenders, within 30 days thereafter and by instruments reasonably satisfactory in form and substance to the Administrative Agent, provide with additional security consisting of oil and gas properties with a value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) within 30 days thereafter to prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency, (iii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), prepay the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and to make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency Deficiency, or (iv) exercise any by a combination of options (i)such additional security and such prepayments, (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon any redetermination or adjustment to the Borrowing Base as a result of a Disposition of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), . Thereafter the Borrower shall (i) prepay timely take the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date actions it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, has elected and in any event by within the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment time specified with respect to the Borrowing Base.
foregoing clauses (di) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base and (ii). Any prepayment pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower this subsection (a) shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, be without premium or penalty but subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(fb) If the Borrower or any Restricted Subsidiary Disposes of any Borrowing Base Properties at any time a Borrowing Base Deficiency exists or if after giving effect to such Disposition a Borrowing Base Deficiency would exist, the Borrower shall prepay the Borrowings in an amount equal to the Net Cash Proceeds received from such Disposition on the date it or any Restricted Subsidiary receives such Net Cash Proceeds; provided, however that amounts applied to the payment of Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied to Swing Line Borrowings then outstanding and upon payment in full of all outstanding Swing Line Borrowings, second, ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, secondthird, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.16 but without penalty or premium.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.10(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty ten (3010) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either notify the Administrative Agent that the Borrower intends to take one or more of the following actions: (i) provide the Secured Parties within thirty (30) days thereafter and by instruments reasonably satisfactory in form and substance to the Administrative Agent, provide with additional security consisting of Oil and Gas Interests with a value and quality satisfactory to the Required Lenders in their sole discretion sufficient to eliminate such Borrowing Base Deficiency, or (ii) within thirty (30) days thereafter, prepay, without premium or penaltypenalty (other than funding indemnification amounts due under Section 2.15), the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency, (iii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16)penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus CARRIZO REVOLVING CREDIT AGREEMENT Index accrued interest thereon and to make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any by a combination of options (i), (ii) such additional security and (iii) above such prepayments to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination or adjustment to the Borrowing Base as a result of a Disposition Restricted Subsidiary Disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable exists or would exist after giving effect to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and Borrowings in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary amount sufficient to eliminate such Borrowing Base Deficiency.
(e) In Deficiency on the event date such Disposition is consummated; provided, however that amounts applied to the Aggregate Credit Exposure exceeds the lesser payment of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, Borrowings pursuant to this Section may be reborrowed subject to any funding indemnification amounts required by Section 2.16, and in accordance with the principal amount terms of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.15 but without penalty or premium.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.12(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or (iv) exercise any combination penalty, immediately prepay the principal amount of options (i), (ii) and (iii) above the Loans in an amount sufficient to eliminate such Borrowing Base Deficiencyexcess.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j)at any time, the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Revolving Borrowings to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it exist or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptlysale, and in any event by the later of (A) the date that is one (1) Business Day after transfer or other disposition on the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification sale, transfer or (B) other disposition and any Net Cash Proceeds in excess of the date of such redetermination or adjustment amount necessary to the Borrowing Base.
(d) In the event eliminate any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable shall be used within one hundred eighty (180) days after such disposition (i) to LC Exposureacquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the properties sold or otherwise disposed of or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries or (ii) prepay the Loans in accordance with the Net Cash Proceeds received as a result instructions of the issuance Borrower (unless an Event of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds Default exists in which event any amounts prepaid shall be applied to the extent necessary to eliminate such Borrowing Base DeficiencyLoans at the discretion of the Administrative Agent).
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(fc) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied to Swingline Borrowings then outstanding and upon payment in full of all outstanding Swingline Borrowings, second, ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, secondthird, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.16.2.17 but without penalty or
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (e) of this Section 2.11, in In the event a Borrowing Base Deficiency existsexists as a result of a Scheduled Redetermination or Special Redetermination of the Borrowing Base, the Borrower and Antero shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower Antero of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to take any of the Administrative Agent, provide additional security satisfactory to the Required Lenders in their sole discretion following actions or a combination thereof to eliminate such the Borrowing Base Deficiency, :
(iii) prepay, without premium or penalty, the principal amount of the Loans (and after all Loans are repaid in full, provide cash collateralize any portion collateral in accordance with Section 2.06(j) of such Borrowing Base Deficiency attributable to LC Exposurethe Antero Resources Credit Agreement) representing Borrower’s Pro Rata Share of the Combined Credit Exposure in an amount sufficient to eliminate Borrower’s Pro Rata Share of such Borrowing Base Deficiency, such prepayment to be made in full on or before the 30th day after Borrower’s receipt of notice of such Borrowing Base Deficiency;
(iiiii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal an amount sufficient to eliminate Borrower’s Pro Rata Share of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; or
(iii) above give notice to Administrative Agent that Borrower desire to provide Administrative Agent with deeds of trust, mortgages, security agreements, financing statements and other security documents in form and substance satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior Liens or security interests in collateral acceptable to Required Lenders, to the extent needed to cover the Minimum Collateral Amount (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates Borrower’s Pro Rata Share of such Borrowing Base Deficiency, and then provide such security documents within thirty (30) days after Borrower’s receipt of notice of such Borrowing Base Deficiency. If Required Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five (5) Business Days after receiving notice of such determination from Administrative Agent, Borrower will make the prepayments specified in paragraph (ii) of this clause (a), including the payments which would have previously been made but for its election under this paragraph (iii) on the preceding 30th day.
(b) Upon [Reserved].
(c) If Antero or any redetermination or adjustment to the Borrowing Base as a result Restricted Subsidiary of a Disposition Antero Disposes of any Borrowing Base Properties (including whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary) Subsidiary permitted pursuant to Section 7.04(j7.05 or otherwise), the Borrower shall (i) prepay the Loans (and after all Loans are repaid in full, provide cash collateralize any portion collateral in accordance with Section 2.06(j) of such Borrowing Base Deficiency attributable to LC Exposure) the Antero Resources Credit Agreement to the extent necessary to eliminate Borrower’s Pro Rata Share of any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Disposition within one (1Disposition) on the next Business Day of following the date it day Antero or any Restricted Subsidiary consummates of Antero receives the Net Cash Proceeds from such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(cd) Upon If Antero or any redetermination or adjustment to the Borrowing Base as a result Restricted Subsidiary of Antero enters into a Hedge Modification pursuant to Section 7.04(j)Modification, the Borrower shall prepay the Loans (and after all Loans are repaid in full, provide cash collateralize any portion collateral in accordance with Section 2.06(j) of such Borrowing Base Deficiency attributable to LC Exposurethe Antero Resources Credit Agreement) to the extent necessary to eliminate Borrower’s Pro Rata Share of any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Hedge Modification promptly, and in any event by on the later of (A) the date that is one (1) next Business Day after following the date it day Antero or any Restricted Subsidiary of Antero receives the Net Cash Proceeds from such Hedge Modification (or (Bin the case of any Hedge Modification entered into by any Credit Party pursuant to Section 7.03(b)(z) of the date Antero Resources Credit Agreement, on the next Business Day following the day Antero or any Restricted Subsidiary of such redetermination or Antero receives notice from the Administrative Agent of the amount of any adjustment to the Borrowing Base.
(d) In Base made by the event any Borrowing Base Deficiency occurs Administrative Agent or the Required Lenders, as a result of a reduction in the Borrowing Base applicable, pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure7.03(b)(z)(ii) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base DeficiencyAntero Resources Credit Agreement).
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the Each prepayment of Borrowings pursuant to principal under this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16Loan Documents at the time of such prepayment.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.10(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (ia) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16)penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable exists or would exist after giving effect to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it sale, transfer or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j)disposition, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Borrowings in an amount equal to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of Net Cash Proceeds received from such Hedge Modification promptlysale, and in any event by the later of (A) the date that is one (1) Business Day after transfer or other disposition on the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds Proceeds; provided, however that amounts applied to the extent necessary payment of Borrowings pursuant to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, this Section may be reborrowed subject to any funding indemnification amounts required by Section 2.16, and in accordance with the principal amount terms of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.15 but without penalty or premium.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.12(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (a) (i) give notice of its intention to within thirty (30) days thereafter, by instruments satisfactory in form and substance to the Administrative Agent, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, or (ii) prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify the Administrative Agent that it intends elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th day after the Borrower’s receipt of notice from the Administrative Agent of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination or adjustment to the Borrowing Base as a result of a Disposition Restricted Subsidiary Disposes of any Borrowing Base Properties (including whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary) Subsidiary pursuant to Section 7.04(j)7.03(a) or otherwise) at any time a Borrowing Base Deficiency exists or would exist after giving effect to such Disposition, the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Borrowings in an amount equal to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of Net Cash Proceeds received from such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the such Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment Proceeds; provided, however that amounts applied to the Borrowing Basepayment of Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement.
(dc) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and or the sum of the Commitments of all the Lenders Aggregate Commitment at such timeany time that a Borrowing Base Deficiency does not exist, the Borrower shall immediately prepayshall, subject to the payment of any funding indemnification amounts required by Section 2.162.17 but without premium or penalty, immediately prepay the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary in an amount sufficient to eliminate such excess.
(fd) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied applied, ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.17 but without penalty or premium.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.12(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16)penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable exists or would exist after giving effect to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it sale, transfer or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j)disposition, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Borrowings in an amount equal to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of Net Cash Proceeds received from such Hedge Modification promptlysale, and in any event by the later of (A) the date that is one (1) Business Day after transfer or other disposition on the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds Proceeds; provided, however that amounts applied to the extent necessary payment of Borrowings pursuant to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, this Section may be reborrowed subject to any funding indemnification amounts required by Section 2.16, and in accordance with the principal amount terms of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied to Swingline Borrowings then outstanding and upon payment in full of all outstanding Borrowings, second, ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, secondthird, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.17 but without penalty or premium.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.11(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (ia) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five three (53) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s 's receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary (or adjustment any Sponsored Partnership with respect to the Borrowing Base as a result of a Disposition Attributed Interests) sells, exchanges, transfers or otherwise disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of Borrowing Base Deficiency exists or if after giving effect to such sale, exchange, transfer or disposition a Restricted Subsidiary) pursuant to Section 7.04(j)Borrowing Base Deficiency would exist, the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Borrowings in an amount equal to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of Net Cash Proceeds received from such Disposition within one (1) Business Day of sale, transfer or other disposition on the date it or any Restricted Subsidiary consummates (or any Sponsored Partnership with respect to Attributed Interests) receives such DispositionNet Cash Proceeds or, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment Required Lenders; provided, however that amounts applied to the Borrowing Base as a result payment of a Hedge Modification Borrowings pursuant to this Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable may be reborrowed subject to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) accordance with the Net Cash Proceeds received as a result terms of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.16 but without penalty or premium.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 2.12(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify provided the IPO Date has occurred, within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency Deficiency. In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or (iv) exercise any combination penalty, immediately prepay the principal amount of options (i), (ii) and (iii) above the Loans in an amount sufficient to eliminate such Borrowing Base Deficiencyexcess.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable exists or would exist after giving effect to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it sale, transfer or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j)disposition, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Borrowings in an amount equal to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of Net Cash Proceeds received from such Hedge Modification promptlysale, and in any event by the later of (A) the date that is one (1) Business Day after transfer or other disposition on the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds Proceeds; provided, however that amounts applied to the extent necessary payment of Borrowings pursuant to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, this Section may be reborrowed subject to any funding indemnification amounts required by Section 2.16, and in accordance with the principal amount terms of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied to Swingline Borrowings then outstanding and upon payment in full of all outstanding Swingline Borrowings, second, ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, secondthird, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.17 but without penalty or premium.
(c) Upon receipt by the MLP of the proceeds of the Initial Public Offering, the Borrower shall prepay the Borrowings in an amount equal to the total proceeds to the MLP of the Initial Public Offering remaining after payment in full of the Indebtedness under the Term Facility Documents and the payment or accrual of all out-of-pocket fees, expenses and transaction costs incurred in connection with the Initial Public Offering; provided, however that amounts applied to the payment of Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement. Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied to Swingline Borrowings then outstanding and of all outstanding Swingline Borrowings, second ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, third, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of days remaining in the Interest Period applicable thereto, subject to the payment of any funding indemnification amounts required by Section 2.17 but without penalty or premium.
Appears in 1 contract
Samples: Senior Revolving Credit Agreement (Exco Resources Inc)
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (bSection 7.03(d), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower Borrowers shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower Borrowers of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance give notice to the Administrative Agent, provide additional security satisfactory Agent of the election to do any of the following or a combination thereof to eliminate the Borrowing Base Deficiency (the date such notice of election is given by Borrower to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, Administrative Agent is herein called the "Election Date"):
(iii) prepay, without premium or penalty, the principal amount of the Loans (and after all Loans are repaid in full, provide cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposurecollateral in accordance with Section 2.06(j)) in an amount sufficient to eliminate such Borrowing Base Deficiency, such prepayment to be made in full on or before the 30th day after the Election Date;
(iiiii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five three (53) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th 60th day after the Borrower’s receipt of notice of Election Date and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; provided, however, Borrowers shall have demonstrated to the satisfaction of Administrative Agent on or (iv) exercise any combination before the date of options (i), (ii) the first such payment that Borrowers have sufficient available monthly cash from their Projected Oil and Gas Production to make such payments; or
(iii) above give notice to Administrative Agent that Borrowers desire to provide Administrative Agent with deeds of trust, mortgages, security agreements, financing statements and other security documents in form and substance satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior Liens or security interests in collateral acceptable to Required Lenders, to the extent needed to cover the Minimum Collateral Amount (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates such Borrowing Base Deficiency, and then provide such security documents within thirty days after the Election Date. If, prior to any such specification by Administrative Agent, Required Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five (5) Business Days after receiving notice of such determination from Administrative Agent, Borrowers will elect to make, and thereafter make, the prepayments specified in either of the preceding paragraphs (i) or (ii) of this paragraph (a).
(b) Upon any redetermination or adjustment to the Borrowing Base as a result of a Disposition of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the Each prepayment of Borrowings pursuant to principal under this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16Loan Documents at the time of such prepayment.
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Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (ed) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (ia) by instruments satisfactory in form and substance to the Administrative Agent, provide the Lenders with additional security satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five three (53) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary (or adjustment any Sponsored Partnership with respect to the Borrowing Base as a result of a Disposition Attributed Interests) Disposes of any Borrowing Base Properties (including whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary) Subsidiary permitted pursuant to Section 7.04(j7.03(a) or otherwise), the Borrower shall (ia) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Borrowings to the extent necessary to eliminate any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates receives the Net Cash Proceeds from such DispositionDisposition and any Net Cash Proceeds in excess of the amount necessary to eliminate any such Borrowing Base Deficiency shall be used within three hundred sixty (360) days after such Disposition to (i) acquire property and assets used or useful in carrying on the business of the Borrower, any Restricted Subsidiary and such Sponsored Partnership or to improve or replace any such property or assets, (ii) prepay the Loans in accordance with the instructions of the Borrower (unless an Event of Default exists in which event any amounts prepaid shall be applied to the Loans at the discretion of the Administrative Agent), or (iii) in the case of any Disposition of Borrowing Base Properties (including Equity Interests of any Restricted Subsidiary held by any Restricted Subsidiary) by any Restricted Subsidiary or any Sponsored Partnership, make a dividend or distribution to the direct holders of its Equity Interests, or (b) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon If the Borrower or any redetermination Restricted Subsidiary (or adjustment any Sponsored Partnership with respect to the Borrowing Base as a result of a Attributed Interests) enters into any Hedge Modification pursuant to Section 7.04(j)at any time, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is within one (1) Business Day after of the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification, apply all of the Net Cash Proceeds received from such Hedge Modification or (B) to prepay the date of such redetermination or adjustment to the Borrowing BaseBorrowings.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after immediately upon receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base DeficiencyDeficiency after giving effect to such reduction in the Borrowing Base pursuant to Section 3.05.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and or the sum of the Commitments of all the Lenders Aggregate Commitment at such timeany time that a Borrowing Base Deficiency does not exist, the Borrower Borrowers shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest to the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (dSection 2.11(b) and (e) of this Section 2.112.11(c), in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty ten (3010) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either notify the Administrative Agent that the Borrower intends to take one or more of the following actions: (i) to provide the Lenders, within 30 days thereafter and by instruments reasonably satisfactory in form and substance to the Administrative Agent, provide with additional security consisting of oil and gas properties with a value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) within 30 days thereafter to prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency, (iii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), prepay the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and to make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency Deficiency, or (iv) exercise any by a combination of options (i)such additional security and such prepayments, (ii) and (iii) above to eliminate such Borrowing Base Deficiency.. Thereafter the Borrower shall timely take the actions it has elected and in any event within the time specified with respect to the foregoing clauses (i) and (ii). CONCHO AMENDED AND RESTATED CREDIT AGREEMENT
(b) Upon If the Borrower or any redetermination or adjustment to the Borrowing Base as a result of a Disposition Restricted Subsidiary Disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable exists or if after giving effect to LC Exposure) to the extent necessary to eliminate any such Disposition a Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j)would exist, the Borrower shall prepay the Loans (and cash collateralize any portion of in an amount sufficient to eliminate such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after on the date it or any Restricted Subsidiary receives the Net Cash Proceeds from of such Hedge Modification Disposition; provided that, in the event such Disposition occurs at any time Borrower is taking any action permitted pursuant to Section 2.11(a) to eliminate a Borrowing Base Deficiency arising for any reason other than such Disposition or the issuance of Senior Notes, Borrower shall be deemed to have complied with this Section 2.11(b) with respect to such Disposition if Borrower prepays the Loans with the Net Cash Proceeds of such Disposition on the date it or any Restricted Subsidiary receives the Net Cash Proceeds of such Disposition in an amount equal to the lesser of (i) the amount of such Net Cash Proceeds or (Bii) the date amount required to eliminate such Borrowing Base Deficiency. For the avoidance of doubt, Borrower shall be required to continue to comply with Section 2.11(a) with respect to any Borrowing Base Deficiency existing at the time of such redetermination Disposition for any reason other than such Disposition or the issuance of Senior Notes.
(c) If the Borrower issues any Senior Notes permitted under Section 7.03(f) at any time a Borrowing Base Deficiency exists or if after giving effect to the adjustment to the Borrowing Base.
(d) In the event any Base and Conforming Borrowing Base Deficiency occurs required by Section 3.05 as a result of the incurrence of such Indebtedness a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior NotesDeficiency would exist, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with on the Net Cash Proceeds received as a result of date the Borrower receives the net proceeds from the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary in an amount sufficient to eliminate such Borrowing Base Deficiency; provided that, in the event such Senior Notes are issued at any time Borrower is taking any action permitted pursuant to Section 2.11(a) to eliminate a Borrowing Base Deficiency arising for any reason other than the issuance of such Senior Notes or any Disposition of Borrowing Base Properties, Borrower shall be deemed to have complied with this Section 2.11(c) with respect to the issuance of such Senior Notes if Borrower prepays the Loans with the net proceeds of such issuance of Senior Notes on the date it receives such net proceeds in an amount equal to the lesser of (i) the amount of such net proceeds and (ii) the amount required to eliminate such Borrowing Base Deficiency. For the avoidance of doubt, Borrower shall be required to continue to comply with Section 2.11(a) with respect to any Borrowing Base Deficiency existing at the time of such issuance of Senior Notes for any reason other than such issuance or any Disposition of Borrowing Base Properties.
(ed) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount Any prepayment pursuant to this Section 2.11 shall not require prior notice and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, be without premium or penalty but subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) . Amounts applied to the prepayment of Borrowings pursuant to this Section 2.11 shall be first applied to Swing Line Borrowings then outstanding and upon payment in full of all outstanding Swing Line Borrowings, second, ratably to ABR Revolving Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolving Borrowings, secondthird, to Eurodollar Revolving Borrowings then outstanding, and if more than one Eurodollar Revolving Borrowing is then outstanding, to each such Eurodollar Revolving Borrowing beginning with the Eurodollar Revolving Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolving Borrowing with the most number of CONCHO AMENDED AND RESTATED CREDIT AGREEMENT days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.16 but without penalty or premium.
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (ed) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (ia) by instruments satisfactory in form and substance to the Administrative Agent, provide the Lenders with additional security satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penaltypenalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five three (53) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary (or adjustment any Sponsored Partnership with respect to the Borrowing Base as a result of a Disposition Attributed Interests) Disposes of any Borrowing Base Properties (including whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary) Subsidiary permitted pursuant to Section 7.04(j7.03(a) or otherwise), the Borrower shall (ia) prepay the Loans Borrowings (and after all Borrowings are repaid in full, provide cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposurecollateral in accordance with Section 2.06(j)) to the extent necessary to eliminate any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates receives the Net Cash Proceeds from such DispositionDisposition and any Net Cash Proceeds in excess of the amount necessary to eliminate any such Borrowing Base Deficiency shall be used within three hundred sixty (360) days after such Disposition to (i) acquire property and assets used or useful in carrying on the business of the Borrower, any Restricted Subsidiary and such Sponsored Partnership or to improve or replace any such property or assets, (ii) prepay the Loans in accordance with the instructions of the Borrower (unless an Event of Default exists in which event any amounts prepaid shall be applied to the Loans at the discretion of the Administrative Agent), or (iii) in the case of any Disposition of Borrowing Base Properties (including Equity Interests of any Restricted Subsidiary held by any Restricted Subsidiary) by any Restricted Subsidiary or any Sponsored Partnership, make a dividend or distribution to the direct holders of its Equity Interests, or (b) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon If the Borrower or any redetermination Restricted Subsidiary (or adjustment any Sponsored Partnership with respect to the Borrowing Base as a result of a Attributed Interests) enters into any Hedge Modification pursuant to Section 7.04(j)at any time, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is within one (1) Business Day after of the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification Modification, prepay the Borrowings (and after all Borrowings are repaid in full, provide cash collateral in accordance with Section 2.06(j)) to the extent necessary to eliminate any Borrowing Base Deficiency that may exist or (B) the date that may have occurred as a result of such redetermination or adjustment to the Borrowing BaseHedge Modification.
(d) In the event any Borrowing Base Deficiency occurs upon an issuance of Senior Notes as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes3.06, the Borrower shall prepay the Loans Borrowings (and after all Borrowings are repaid in full, provide cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposurecollateral in accordance with Section 2.06(j)) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after immediately upon receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and or the sum of the Commitments of all the Lenders Aggregate Commitment at such timeany time that a Borrowing Base Deficiency does not exist, the Borrower Borrowers shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest to the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16.
Appears in 1 contract
Samples: Credit Agreement (PDC Energy, Inc.)
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (e) of this Section 2.11, in In the event a Borrowing Base Deficiency existsexists as a result of a Scheduled Redetermination or Special Redetermination of the Borrowing Base, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to take any of the Administrative Agent, provide additional security satisfactory to the Required Lenders in their sole discretion following actions or a combination thereof to eliminate such the Borrowing Base Deficiency, :
(iii) prepay, without premium or penalty, the principal amount of the Loans (and after all Loans are repaid in full, provide cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposurecollateral in accordance with Section 2.06(j)) representing Borrower’s Aggregate Credit Exposure in an amount sufficient to eliminate Borrower’s Borrowing Base Deficiency, such prepayment to be made in full on or before the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency, ;
(iiiii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal an amount of such sufficient to eliminate Borrower’s Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; or
(iii) above give notice to Administrative Agent that Borrower desire to provide Administrative Agent with deeds of trust, mortgages, security agreements, financing statements and other security documents in form and substance satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior Liens or security interests in collateral acceptable to Required Lenders, to the extent needed to cover the Minimum Collateral Amount (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates the Borrower’s Borrowing Base Deficiency, and then provide such security documents within thirty (30) days after the Borrower’s receipt of notice of such Borrowing Base Deficiency. If Required Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five (5) Business Days after receiving notice of such determination from Administrative Agent, Borrower will make the prepayments specified in paragraph (ii) of this clause (a), including the payments which would have previously been made but for its election under this paragraph (iii) on the preceding 30th day.
(b) Upon If Borrower or any redetermination or adjustment to the Borrowing Base as a result of a Disposition Restricted Subsidiary Disposes of any Borrowing Base Properties (including whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary) Subsidiary permitted pursuant to Section 7.04(j7.05 or otherwise), the Borrower shall (i) prepay the Loans (and after all Loans are repaid in full, provide cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposurecollateral in accordance with Section 2.06(j)) to the extent necessary to eliminate any Borrower’s Borrowing Base Deficiency that may exist or that may have occurred as a result of such Disposition within one (1) on the next Business Day of following the date day it or any Restricted Subsidiary consummates receives the Net Cash Proceeds from such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon If Borrower or any redetermination or adjustment to the Borrowing Base as a result of Restricted Subsidiary enters into a Hedge Modification pursuant to Section 7.04(j)Modification, the Borrower shall prepay the Loans (and after all Loans are repaid in full, provide cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposurecollateral in accordance with Section 2.06(j)) to the extent necessary to eliminate any Borrower’s Borrowing Base Deficiency that may exist or that may have occurred as a result of such Hedge Modification promptly, and in any event by on the later of (A) the date that is one (1) next Business Day after following the date day it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification (or (B) in the date case of such redetermination or any Hedge Modification entered into by any Credit Party pursuant to Section 7.03(d)(z), on the next Business Day following the day the Borrower receive notice from the Administrative Agent of the amount of any adjustment to the Borrowing BaseBase made by the Administrative Agent or the Required Lenders, as applicable, pursuant to Section 7.03(d)(z)(ii)).
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the Each prepayment of Borrowings pursuant to principal under this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16Loan Documents at the time of such prepayment.
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Mandatory Prepayment of Loans. (a) In the event Aggregate Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall, subject to the payment of any funding indemnification amounts required by Section 2.17 but without premium or penalty, immediately prepay the principal amount of the Loans in an amount sufficient to eliminate such excess. Except as otherwise provided in clauses (bSection 2.12(b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, shall either (a) within thirty fifteen (3015) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative AgentRequired Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) or prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency (or by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency), or (iiib) notify within fifteen (15) days after written notice from the Administrative Agent that it intends to the Borrower of such Borrowing Base Deficiency, elect to prepay, without premium or penalty (but subject to the payment of any funding indemnification amounts required by Section 2.16)2.17 but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than five six (56) equal monthly installments plus accrued interest thereon and make with the first such monthly payment on being due upon the 30th day after the Borrower’s 's receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon If the Borrower or any redetermination Restricted Subsidiary sells, transfers or adjustment to the Borrowing Base as a result of a Disposition otherwise disposes of any Borrowing Base Properties (including at any time a Disposition of Equity Interests of a Restricted Subsidiary) pursuant Borrowing Base Deficiency exists or would exist after giving effect to Section 7.04(j)such sale, transfer or other disposition, the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) Revolving Borrowings to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it exist or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptlysale, and in any event by the later of (A) the date that is one (1) Business Day after transfer or other disposition on the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification sale, transfer or (B) the date of such redetermination or adjustment to the Borrowing Baseother disposition.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(fc) Amounts applied to the prepayment of Borrowings pursuant to this Section 2.12 shall be first applied to Swingline Borrowings then outstanding and upon payment in full of all outstanding Swingline Borrowings, second, ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, secondthird, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest , subject to the extent required by Section 2.13 and payment of any funding indemnification amounts required by Section 2.162.17 but without penalty or premium. Amounts applied to the payment of Revolving Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (EXCO Partners, LP)
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative Agent, provide additional security satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency, (iii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five (5) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) Upon any redetermination or adjustment to the Borrowing Base as a result of a Disposition of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency[Reserved.]
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest to the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16.
Appears in 1 contract
Mandatory Prepayment of Loans. (ai) Except as otherwise provided in clauses (bIf, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.04(a), the Effective Amount exceeds the Elected Commitment Amount, then the Company shall prepay the Loans on the date of such termination or reduction (cor, to the extent no Loans are outstanding, including after giving effect to this Section 2.04(c)(i), (d) and (e) pay to the Administrative Agent on behalf of this Section 2.11, the Lenders cash or Cash Equivalents to be held as cash collateral in the event LC Collateral Account pursuant to Section 2.10(h)) in an aggregate amount necessary to eliminate such excess.
(ii) If a Borrowing Base Deficiency existsshall exist at the time of a Borrowing Base redetermination or adjustment pursuant to the terms of this Agreement, then the Borrower Company shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower Company of such the new or adjusted Borrowing Base, exercise any one or combination of the following: (A) make a mandatory principal prepayment in an amount equal to (x) the amount of the Borrowing Base Deficiency, either after giving effect to any action taken under (iB) by instruments satisfactory in form and substance hereof, or (y) five (5) monthly installments equal to one-fifth of the amount of the Borrowing Base Deficiency, after giving effect to any action taken under (B) hereof, with the first such installment due thirty (30) days after notice from the Administrative Agent to the Administrative AgentCompany of the new or adjusted Borrowing Base, provide and each following installment due thirty (30) days after the preceding installment; or (B) pledge, or cause its Subsidiaries to pledge, additional security satisfactory to unencumbered collateral of sufficient value and character (as determined by the Required Lenders in their sole discretion discretion) that when added to eliminate such the existing Collateral shall cause the Borrowing Base Deficiencyto equal or exceed the Effective Amount, after giving effect to any action taken under (iiA) prepayhereof. If, without premium or penaltybecause of the LC Obligation, a Borrowing Base Deficiency remains after prepaying all of the Loans, the principal Company shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as collateral for so long as a Borrowing Base Deficiency remains as provided in Section 2.10(h).
(iii) Each prepayment of Loans pursuant to this Section 2.05(c) shall be applied, first, ratably to any Base Rate Borrowings of Base Rate Loans then outstanding, second, ratably to any LIBOR Market Index Rate Borrowings of LIBOR Market Index Rate Loans then outstanding, and, third, to any LIBOR Borrowings of LIBOR Loans then outstanding as the Company may direct.
(iv) Each prepayment of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable pursuant to LC Exposurethis Section 2.05(c) in an amount sufficient shall be applied, first, to eliminate such Borrowing Base Deficiencythe outstanding Swing Line Loans and, (iii) notify the Administrative Agent that it intends second, to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five (5) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiencyoutstanding Revolving Credit Loans.
(bv) Upon any redetermination or adjustment to the Borrowing Base as a result Each prepayment of a Disposition of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to this Section 7.04(j), the Borrower 2.05(c) shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) Amounts be applied to the prepayment Loans included in such prepaid Borrowing in accordance with each Lender’s Pro Rata Share thereof. Prepayments of LIBOR Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section 2.05(c) shall be accompanied by accrued interest to on the extent principal amount prepaid.
(vi) Prepayments permitted or required by under this Section 2.13 and any funding indemnification amounts required by Section 2.16.2.05
Appears in 1 contract
Mandatory Prepayment of Loans. (a) Except as otherwise provided in clauses (b), (c), (d) and (e) of this Section 2.11, in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, either (i) by instruments satisfactory in form and substance to the Administrative Agent, provide additional security satisfactory to the Required Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (ii) prepay, without premium or penalty, the principal amount of the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) in an amount sufficient to eliminate such Borrowing Base Deficiency, (iii) notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than five (5) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrower’s receipt of notice of such Borrowing Base Deficiency or (iv) exercise any combination of options (i), (ii) and (iii) above to eliminate such Borrowing Base Deficiency.
(b) . Upon any redetermination or adjustment to the Borrowing Base as a result of a Disposition of any Borrowing Base Properties (including a Disposition of Equity Interests of a Restricted Subsidiary) pursuant to Section 7.04(j), the Borrower shall (i) prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Disposition within one (1) Business Day of the date it or any Restricted Subsidiary consummates such Disposition, and (ii) in the case of any exchange of Borrowing Base Properties for other Oil and Gas Interests, take all actions reasonably necessary that are requested by the Administrative Agent to cause such Oil and Gas Interests received in such exchange to become additional security for the Obligations by instruments satisfactory in form and substance to the Administrative Agent.
(c) . Upon any redetermination or adjustment to the Borrowing Base as a result of a Hedge Modification pursuant to Section 7.04(j), the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) to the extent necessary to eliminate any Borrowing Base Deficiency that may have occurred as a result of such Hedge Modification promptly, and in any event by the later of (A) the date that is one (1) Business Day after the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Hedge Modification or (B) the date of such redetermination or adjustment to the Borrowing Base. [Reserved.
(d) In the event any Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.05 upon an issuance of Senior Notes, the Borrower shall prepay the Loans (and cash collateralize any portion of such Borrowing Base Deficiency attributable to LC Exposure) with the Net Cash Proceeds received as a result of the issuance of such Senior Notes within one Business Day after receipt of such Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base Deficiency.
(e) ] In the event that the Aggregate Credit Exposure exceeds the lesser of the Maximum Facility Amount and the sum of the Commitments of all the Lenders at such time, the Borrower shall immediately prepay, subject to any funding indemnification amounts required by Section 2.16, the principal amount of the Loans (and cash collateralize any such excess attributable to LC Exposure) to the extent necessary to eliminate such excess.
(f) . Amounts applied to the prepayment of Borrowings pursuant to this Section shall be first applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be accompanied by accrued interest to the extent required by Section 2.13 and any funding indemnification amounts required by Section 2.16.
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