Common use of Mandatory Prepayments of Revolving Loans Clause in Contracts

Mandatory Prepayments of Revolving Loans. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrowers shall promptly prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. In addition, the Borrowers shall promptly prepay Revolving Loans and/or Swing Line Loans (or, at the Borrowers’ option, any term loans outstanding at such time) with Net Cash Proceeds as provided in Section 8.05(c) (it being agreed that any such prepayment shall be permitted to be deferred to correspond with the expiration of a then-in-effect Interest Period to avoid the incurrence of breakage costs and other penalties as a result thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to BSBY Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Mandatory Prepayments of Revolving Loans. If for any reason the Total Revolving Outstandings (i) If, at any time exceed the Aggregate Revolving Commitments then in effecttime, the Borrowers total Revolving Exposure exceeds the lesser of the total Commitments and the then-effective Borrowing Base, then the Borrower shall promptly prepay the Revolving Loans and/or Swing Line Loans and/or Cash Collateralize in accordance with subsection (ii) below. (ii) If the L/C Obligations in an aggregate amount equal Borrower is obligated to such excess; provided, however, that the Borrowers shall not be make a prepayment as required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b3.02(d), then (A) unless in the case of a change in the Borrowing Base pursuant to Section 2.07, such prepayment and/or deposit shall be made in no more than three (3) substantially equal monthly installments, with the first such payment being due and payable within ten (10) Business Days following the Borrower's receipt of the New Borrowing Base Notice in accordance with Section 2.07(d), in the case of any adjustment to the Borrowing Base pursuant to Section 9.14, the Borrower shall be obligated to make such prepayment within three Business Days after the date it receives cash proceeds as a result of such disposition and (C) with any respect to any other prepayment in full required pursuant to this Section 3.02(d), such prepayment and/or deposit shall be made on the date such excess occurs; provided that all payments required to be made pursuant to this Section 3.02(d) must be made on or prior to the Revolving Maturity Date. (iii) Each prepayment of Borrowings pursuant to this Section 3.02(d) shall be applied to the Revolving Loans then outstanding, and Swing Line Loans the Total if more than one Revolving Outstandings exceed the Aggregate Loan is then outstanding, to each such Revolving Commitments then Loan in effect. In addition, the Borrowers shall promptly prepay Revolving Loans and/or Swing Line Loans (or, at the Borrowers’ option, any term loans outstanding at such time) with Net Cash Proceeds as provided in Section 8.05(c) (it being agreed that any such prepayment shall be permitted to be deferred to correspond order of priority beginning with the expiration Revolving Loan with the least number of a then-in-effect days remaining in the Interest Period to avoid applicable thereto and ending with the incurrence Revolving Loan with the most number of breakage costs and other penalties as a result thereof). Within days remaining in the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to BSBY Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepaymentapplicable thereto.

Mandatory Prepayments of Revolving Loans. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrowers shall promptly prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. In addition, the Borrowers shall promptly prepay Revolving Loans and/or Swing Line Loans (or, at the Borrowers’ option, any term loans outstanding at such time) with Net Cash Proceeds as provided in Section 8.05(c) (it being agreed that any such prepayment shall be permitted to be deferred to correspond with the expiration of a then-in-effect Interest Period to avoid the incurrence of breakage costs and other penalties as a result thereof). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to BSBY Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.