Common use of Repayment and Prepayment of Loans Clause in Contracts

Repayment and Prepayment of Loans. (a) Within 60 days after the occurrence of a Borrowing Base Shortfall, the Borrower shall make a principal payment in the amount of such Borrowing Base Shortfall, all as more particularly set forth in Section 2.8(k). (b) If, as a result of currency fluctuations, the Equivalent Amount in Cdn. Dollars of the Outstanding Principal under any Credit Facility is at any time in excess of 105% of the aggregate Commitments for such Credit Facility, the Borrower shall within 5 Banking Days after receipt of notice from the Agent of such excess: (i) repay or otherwise reduce the Outstanding Principal under the applicable Credit Facility by the amount of such excess; (ii) if and to the extent permitted by the Agent or the Operating Facility Lender (as applicable), pay to such Person for deposit into an escrow account maintained by and in the name of such Person for the benefit of the applicable Lenders an amount equal to such excess; or (iii) any combination of (i) or (ii) above. If such excess is less than 5% of the aggregate Commitments for the relevant Credit Facility, then the Borrower will only be required to repay such excess on the next Interest Payment Date, Rollover Date or Conversion Date, as applicable. If the Equivalent Amount in Cdn. Dollars of the Outstanding Principal exceeds the aggregate Commitments for such Credit Facility for any reason other than currency fluctuations or the occurrence of a Borrowing Base Shortfall, the Borrower shall, promptly after receipt of notice from the Agent of such excess repay or otherwise reduce the Outstanding Principal under the applicable Credit Facility by the amount of such excess. (c) Subject to the other provisions hereof, the Borrower shall be entitled to repay or prepay all or any portion of any Loan without premium or penalty. (d) On the applicable Maturity Date for a Lender, the Borrower shall: (i) repay in full all Outstanding Principal under the applicable Credit Facility owing to such Lender; and (ii) repay all other Loan Indebtedness under the applicable Credit Facility owing to such Lender, provided that if, at the time of a contemplated repayment to a Non-Extending Lender pursuant to this Section 6.1(d), a Default, Event of Default or Borrowing Base Shortfall exists, or would exist or be reasonably expected to exist upon making such payment to a Non-Extending Lender, then if all or any portion of such repayment is received by such Lender from the Borrower at any such time, such amount(s) shall upon receipt be held for the account of all Syndicated Facility Lenders and the Operating Facility Lender, on a proportionate basis having regard to their respective Commitments and the Total Commitment.

Repayment and Prepayment of Loans. (a) Within 60 30 days after the occurrence of a Borrowing Base Shortfall, the Borrower shall make a principal payment in the amount of such Borrowing Base Shortfall, all as more particularly set forth in Section 2.8(k). (b) If, as a result of currency fluctuations, the Equivalent Amount in Cdn. Dollars of the Outstanding Principal under any Credit Facility is at any time in excess of 105% of the aggregate Commitments for such Credit Facility, the Borrower shall within 5 Banking Days after receipt of notice from the Agent of such excess: (i) repay or otherwise reduce the Outstanding Principal under the applicable Credit Facility by the amount of such excess; (ii) if and to the extent permitted by the Agent or the Operating Facility Lender (as applicable), pay to such Person for deposit into an escrow account maintained by and in the name of such Person for the benefit of the applicable Lenders an amount equal to such excess; or (iii) any combination of (i) or (ii) above. If such excess is less than 5% of the aggregate Commitments for the relevant Credit Facility, then the Borrower will only be required to repay such excess on the next Interest Payment Date, Rollover Date or Conversion Date, as applicable. If the Equivalent Amount in Cdn. Dollars of the Outstanding Principal exceeds the aggregate Commitments for such Credit Facility for any reason other than currency fluctuations or the occurrence of a Borrowing Base Shortfall, the Borrower shall, promptly after receipt of notice from the Agent of such excess repay or otherwise reduce the Outstanding Principal under the applicable Credit Facility by the amount of such excess. (c) Subject to the other provisions hereof, the Borrower shall be entitled to repay or prepay all or any portion of any Loan without premium or penalty. (d) On the applicable Maturity Date for a Lender, the Borrower shall: (i) repay in full all Outstanding Principal under the applicable Credit Facility owing to such Lender; and (ii) repay all other Loan Indebtedness under the applicable Credit Facility owing to such Lender, provided that if, at the time of a contemplated repayment to a Non-Extending Lender pursuant to this Section 6.1(d), a Default, Event of Default or Borrowing Base Shortfall exists, or would exist or be reasonably expected to exist upon making such payment to a Non-Extending Lender, then if all or any portion of such repayment is received by such Lender from the Borrower at any such time, such amount(s) shall upon receipt be held for the account of all Syndicated Facility Lenders and the Operating Facility Lender, on a proportionate basis having regard to their respective Commitments and the Total Commitment. (e) From the Effective Date until and ending at such time as the mandatory repayments under Section 6.1(f) have been made in full, and at any time when there is a Borrowing Base Shortfall, the Borrower shall make the following additional repayments upon its receipt of the following: (i) 100% of the net cash proceeds of: (A) any sale, exchange, lease, transfer or other disposition of the Borrower’s or any Material Subsidiary’s assets (other than Permitted Dispositions described in paragraphs (b), (c), (e), (h) and (i) of the definition of Permitted Dispositions); (B) any Hedge Monetization; and (C) any insurance proceeds; in each case, exceeding $1,000,000 in the aggregate; and (ii) 100% of the net cash proceeds of: (A) any issuance or incurrence of any Debt for borrowed money by the Borrower or any Material Subsidiary (excluding the incurrence of the Loan Indebtedness under the Credit Facilities and intercorporate debt but including any Loan Indebtedness under any Credit Facilities made available to the Borrower pursuant to an increase in the Syndicated Facility and the Operating Facility after the Effective Date); and (B) any issuances of equity interests in the Borrower or any Material Subsidiary (other than any equity issuances to employees, officers and directors of the Borrower or any Material Subsidiary in the ordinary course of business in connection with any stock based compensation or any flow through equity issuances, provided that such proceeds are used to incur and renounce “Canadian exploration expenses” or “Canadian development expenses”, each as defined in the Income Tax Act (Canada), up to an aggregate maximum of $20,000,000); in each case, to be applied first to the repayment of Outstanding Principal under the Term Facility, and second, to the mandatory repayments of the Outstanding Principal under the Syndicated Facility and the Operating Facility as set forth under Section 6.1(f) on a pro rata basis, and thirdly, if a Borrowing Base Shortfall exists, to the repayment of the Outstanding Principal under the Syndicated Facility and the Operating Facility on a pro rata basis to the extent required to cure such Borrowing Base Shortfall. Notwithstanding the provisions of this Section 6.1(e), all proceeds relating to any disposition of Borrowing Base Properties or from any Hedge Monetizations that result in a decrease in the Borrowing Base shall be applied by the Agent first to the Outstanding Principal under Syndicated Facility and the Operating Facility in proportion to the respective Commitments of the Syndicated Facility Lenders and the Operating Facility Lenders to the extent required to cure any resulting Borrowing Base Shortfall, with the remaining proceeds (if any) being applied to the Outstanding Principal under the Term Facility as set forth in Section 6.1(e)(i). (f) If, on November 11, 2016, the Outstanding Principal under the Syndicated Facility, the Operating Facility or the Term Facility is in excess of the Total Syndicated Facility Commitment, the Operating Facility Commitment or the Total Term Facility Commitment (each as reflected in Schedule “A”-2), the Borrower shall repay the Outstanding Principal under the applicable Facility(ies) by the amount of such excess; provided, however, that no repayments of the Outstanding Principal under the Term Facility may be made by way of Drawdowns under the Syndicated Facility or the Operating Facility other than pursuant to a utilization of any increase in the Syndicated Facility or the Operating Facility after the Effective Date.

Repayment and Prepayment of Loans. (a) Within 60 days after Subject to mandatory prepayment of the occurrence of a Borrowing Base ShortfallLoans as provided herein, the outstanding principal amount of each Loan shall be repaid in full, together with all accrued and unpaid interest thereon, on January 15, 1998 (the "Maturity Date"). Borrower shall, at any time, and from time to time, be entitled to prepay any portion of the principal amount of the Loans, without premium or penalty, provided, that (i) all such prepayments shall make a be made together with accrued interest through the date of prepayment on the principal payment in amount being prepaid and (ii) the Lender shall have received at least one Business Days' prior written notice of such prepayment which notice states the proposed date of prepayment and the amount of such Borrowing Base Shortfall, all as more particularly set forth principal and interest being prepaid. All principal and interest payable by Borrower pursuant to this Agreement shall be paid in Section 2.8(k)Dollars to an account specified in writing by Lender from time to time no later than 1:00 p.m. on the date specified for payment. (b) IfBorrower shall prepay (without premium or penalty), as a result of currency fluctuationsand there shall immediately become due and payable, the Equivalent Amount in Cdn. Dollars outstanding principal amount of each Loan and all accrued and unpaid interest thereon (and any fees, costs and expenses payable pursuant to any of the Outstanding Principal under any Credit Facility is at any time in excess of 105% Loan Documents) concurrently with the receipt of the aggregate Commitments for such Credit Facility, the proceeds of a Permanent Financing. Borrower shall within 5 Banking Days after receipt deliver written notice of notice from the Agent of such excess: (i) repay or otherwise reduce the Outstanding Principal under the applicable Credit Facility by the amount of such excess; (ii) if and any Permanent Financing to Lender at least one Business Day prior to the extent permitted by the Agent or the Operating Facility Lender (as applicable), pay to such Person for deposit into an escrow account maintained by and in the name of such Person for the benefit of the applicable Lenders an amount equal to such excess; or (iii) any combination of (i) or (ii) above. If such excess is less than 5% of the aggregate Commitments for the relevant Credit Facility, then the Borrower will only be required to repay such excess on the next Interest Payment Date, Rollover Date or Conversion Date, as applicable. If the Equivalent Amount in Cdn. Dollars of the Outstanding Principal exceeds the aggregate Commitments for such Credit Facility for any reason other than currency fluctuations or the occurrence of a Borrowing Base Shortfall, the Borrower shall, promptly after receipt of notice from the Agent of such excess repay or otherwise reduce the Outstanding Principal under the applicable Credit Facility by the amount of such excessclosing thereof. (c) Subject to the other provisions hereof, the All payments received by Lender from Borrower shall be entitled applied first, to pay all fees, costs and expenses of Lender then due and payable under the Loan Documents, second, to pay accrued and unpaid interest on each Loan and third, to repay or prepay all or any portion the outstanding principal balance of any Loan without premium or penaltythe Loans. (d) On the applicable Maturity Date for a Lender, the All payments by Borrower shall: (i) repay in full all Outstanding Principal under the applicable Credit Facility owing to such Lender; and (ii) repay all this Agreement or under any other Loan Indebtedness under Document shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments (after deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax on or measured by the applicable Credit Facility owing to such Lender, provided that if, at the time income of a contemplated repayment to a Non-Extending Lender pursuant to the income tax laws of the United States or of any other jurisdiction (collectively, "Taxes")) shall not be less than the amounts otherwise specified to be paid under this Agreement and/or any other Loan Document. A certificate as to the calculation of any additional amounts payable to Lender under this Section 6.1(d2.5(d) submitted to Borrower by Lender shall, absent manifest error, be final, conclusive and binding for all purposes upon all parties hereto. With respect to each deduction or withholding for or on account of any Taxes, Borrower shall promptly furnish to Lender such certificates, receipts and other documents as may be required (in the reasonable judgment of Lender) to establish any tax credit to which Lender may be entitled. (e) Without prejudice to the provisions of paragraph (d) of this Section 2.5, if Borrower is required by law to make any payment on account of Taxes on or in relation to any sum received or receivable under this Agreement and/or the other Loan Documents by Lender or any liability for Taxes in respect of any such payment is imposed, levied or assessed against Lender, Borrower will promptly indemnify Lender against such Tax payment or liability, together with any interest, penalties and reasonable expenses (including counsel fees and expenses) payable or incurred in connection therewith, including any tax arising by virtue of payments under this Section 2.5(e), computed in a Default, Event manner consistent with paragraph (d) of Default or Borrowing Base Shortfall exists, or would exist or be reasonably expected this Section 2.5. A certificate by Lender as to exist upon making such payment to a Non-Extending Lender, then if all or any portion the calculation and amount of such repayment is received by such Lender from the Borrower at any such timepayments shall, such amount(s) shall absent manifest error, be final, conclusive and binding upon receipt be held all parties hereto for the account of all Syndicated Facility Lenders and the Operating Facility Lender, on a proportionate basis having regard to their respective Commitments and the Total Commitmentpurposes.