Common use of Mandatory Prepayment of the Loan Clause in Contracts

Mandatory Prepayment of the Loan. (a) Borrower will promptly pay to Administrative Agent, for the ratable benefit of each Lender, 100% of all net proceeds from the sale of any Collateral to which Proved Reserves are attributed (excluding sales of Hydrocarbons in the ordinary course of business and sale of Equipment authorized by the Security Agreement). The preceding sentence will not, however, be deemed to be a consent by Administrative Agent to any sale. All prepayments received by Administrative Agent under this Section 1.11 will be immediately applied as a prepayment of the Loan pursuant to Section 1.8(b). (b) Within ten Business Days after Borrower receives written notice from Administrative Agent that a Borrowing Base Deficiency exists, Borrower must deliver to Administrative Agent a written response indicating which of the following actions Borrower will take to remedy the Borrowing Base Deficiency (and the failure of Borrower to timely deliver such election notice or to timely perform the actions chosen to remedy such Borrowing Base Deficiency will constitute an Event of Default): (i) within 30 days of receipt by Borrower of written notice of the Borrowing Base Deficiency, prepay the Loan in cash in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency; (ii) prepay the Loan in four equal monthly installments in an aggregate principal amount sufficient to eliminate the Borrowing Base Deficiency, with the first such installment due 30 days after the date such Borrowing Base Deficiency notice is received by Borrowers and the remaining installments due on the same date in the three successive months; (iii) with the Approval of Administrative Agent, prepay Advances from an Advance under the Term Loan in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency; (iv) grant to Administrative Agent a first priority Lien in additional collateral which, in Administrative Agent’s reasonable determination, has sufficient loan value to eliminate such Borrowing Base Deficiency, or (v) eliminate the Borrowing Base Deficiency through a combination of the actions described in subclauses (i), (ii), (iii) and (iv) above.

Mandatory Prepayment of the Loan. (a) Borrower will promptly pay to Administrative Agent, for the ratable benefit of each Lender, 100% of all net proceeds from the sale of any Collateral to which Proved Reserves are attributed (excluding sales of Hydrocarbons in the ordinary course of business and sale of Equipment authorized by the Security Agreement). The preceding sentence will not, however, be deemed to be a consent by Administrative Agent to any sale. All prepayments received by Administrative Agent under this Section 1.11 1.13 will be immediately applied as a prepayment of the Loan pursuant to Section 1.8(b1.9(c). (b) Within ten Business Days after Borrower receives written notice from Administrative Agent that a Borrowing Base Deficiency exists, Borrower must deliver to Administrative Agent a written response indicating which of the following actions Borrower will take to remedy the Borrowing Base Deficiency (and the failure of Borrower to timely deliver such election notice or to timely perform the actions chosen to remedy such Borrowing Base Deficiency will constitute an Event of Default): (i) within 30 days of receipt by Borrower of written notice of the Borrowing Base Deficiency, prepay the Loan in cash in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency; (ii) prepay the Loan in four equal monthly installments in an aggregate principal amount sufficient to eliminate the Borrowing Base Deficiency, with the first such installment due 30 days after the date such Borrowing Base Deficiency notice is received by Borrowers and the remaining installments due on the same date in the three successive months; (iii) with the Approval of Administrative Agent, prepay Advances from an Advance under the Term Loan in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency; (iv) grant to Administrative Agent a first priority Lien in additional collateral which, in Administrative Agent’s reasonable determination, has sufficient loan value to eliminate such Borrowing Base Deficiency, or (v) eliminate the Borrowing Base Deficiency through a combination of the actions described in subclauses (i), (ii), (iii) and (iv) above.

Mandatory Prepayment of the Loan. (a) Borrower will promptly pay to Administrative Agent, for the ratable benefit of each Lender, 100% of all net proceeds from the sale of any Collateral to which Proved Reserves are attributed (excluding sales of Hydrocarbons in the ordinary course of business and sale of Equipment authorized by the Security Agreement). The preceding sentence will not, however, be deemed to be a consent by Administrative Agent to any sale. All prepayments received by Administrative Agent under this Section 1.11 1.12 will be immediately applied as a prepayment of the Loan pursuant to Section 1.8(b1.9(b). (b) As long as any Obligations are outstanding under the Bridge Loan, Borrower will promptly pay to Administrative Agent, for the ratable benefit of each Lender, 100% of all net proceeds from the sale of any Equity Interests in Borrower. All prepayments received by Administrative Agent under this Section 1.12(b) will be immediately applied as a prepayment of the Bridge Loan as follows: (i) first to unpaid fees, LIBOR Breakage Costs and Related Costs which Borrower is obligated to pay under the Loan Documents, (ii) second to accrued interest on the Bridge Loan, (iii) third to principal on the Bridge Loan until the amount outstanding under the Bridge Loan is reduced to zero. After prepayment of the Bridge Loan as set forth above, Administrative Agent will remit to Borrower any and all remaining proceeds from the sale of the Equity Interest. (c) Within ten Business Days after Borrower receives written notice from Administrative Agent that a Borrowing Base Deficiency exists, Borrower must deliver to Administrative Agent a written response indicating which of the following actions Borrower will take to remedy the Borrowing Base Deficiency (and the failure of Borrower to timely deliver such election notice or to timely perform the actions chosen to remedy such Borrowing Base Deficiency will constitute an Event of Default): (i) within 30 days of receipt by Borrower of written notice of the Borrowing Base Deficiency, prepay the Loan in cash in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency; (ii) prepay the Loan in four equal monthly installments in an aggregate principal amount sufficient to eliminate the Borrowing Base Deficiency, with the first such installment due 30 days after the date such Borrowing Base Deficiency notice is received by Borrowers and the remaining installments due on the same date in the three successive months; (iii) with the Approval of Administrative Agent, prepay Advances from an Advance under the Term Loan in an aggregate principal amount sufficient to eliminate such Borrowing Base Deficiency; (iv) grant to Administrative Agent a first priority Lien in additional collateral which, in Administrative Agent’s reasonable determination, has sufficient loan value to eliminate such Borrowing Base Deficiency, or (v) eliminate the Borrowing Base Deficiency through a combination of the actions described in subclauses (i), (ii), (iii) and (iv) above.